Case: 1:15-cv-09323 Document #: 170 Filed: 06/29/18 Page 1 of 78 PageID #:1992

UNITED STATES DISTRICT COURT
FOR THE NORTHERN DISTRICT OF ILLINOIS
EASTERN DIVISION
ROBERT L. BREUDER,

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Plaintiff,
v.
BOARD OF TRUSTEES OF
COMMUNITY COLLEGE DISTRICT NO.
502, DUPAGE COUNTY, ILLINOIS, an
Illinois body politic and corporate,
KATHY HAMILTON in her official and
individual capacity, DEANNE
MAZZOCHI in her official and individual
capacity, FRANK NAPOLITANO in his
official and individual capacity, and
CHARLES BERNSTEIN in his official and
individual capacity,
Defendants.

No. 1:15 cv 9323
Hon. Andrea R. Wood

DEFENDANT BOARD OF TRUSTEES’ ANSWER AND
AFFIRMATIVE DEFENSES TO PLAINTIFF’S COMPLAINT AND COUNTERCLAIMS
Defendant Board of Trustees of Community College District No. 502, by its attorneys,
Drinker Biddle & Reath LLP, for its Answer and Affirmative Defenses to Plaintiff Robert L.
Breuder’s Complaint, states as follows:
NATURE OF ACTION
1.
This is an action for damages and equitable relief arising under 42 U.S.C. §
1983, the Fourteenth Amendment to the United States Constitution, and Illinois common law.
From January 1, 2009 until his termination on October 20, 2015, Plaintiff Robert L. Breuder,
Ph.D. (“Dr. Breuder”), served as President of the College of DuPage, located in Glen Ellyn, Illinois
pursuant to a valid and enforceable employment contract and related addenda/agreements. Dr.
Breuder was deprived of his civil and constitutional rights when Defendants wrongfully
terminated his employment in violation of his contracts, without due process, and based on false
charges of misconduct that were asserted by the individual defendants only to further their
personal interests and political agendas. These actions have resulted in substantial harm to Dr.
Breuder, including the loss of his employment and other benefits conferred by his employment
agreements, irreparable damage to his personal and professional reputation, loss of various
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professional opportunities, and acute emotional distress.
ANSWER: Defendant admits that Plaintiff purports to bring this action for the relief identified.
Defendant further admits that from on or about January 1, 2009, until his termination on or about
October 20, 2015, Plaintiff served as President of the College of DuPage. Defendant denies the
remaining allegations in this paragraph.
JURISDICTION AND VENUE
2.
Jurisdiction is proper in this Court pursuant to 28 U.S.C. §§ 1331 and 1343, as
this action arises under the laws of the United States, specifically 42 U.S.C. § 1983 and the
Fourteenth Amendment to the United States Constitution.
ANSWER: Defendant states that the allegations in this paragraph constitute legal conclusions for
which no answer is required. To the extent an answer is required, Defendant admits that
jurisdiction is proper in this Court.
3.
This Court has supplemental jurisdiction over Dr. Breuder’s state law claims
pursuant to 28 U.S.C § 1367.
ANSWER: Defendant states that the allegations in this paragraph constitute legal conclusions for
which no answer is required. To the extent an answer is required, Defendant admits that this Court
currently has jurisdiction over Dr. Breuder’s state law claims but Defendant reserves its rights to
contest the Court’s jurisdiction over Dr. Breuder’s state law claims based on events that would
impact that jurisdiction in the future.
4.
Venue is proper under 42 U.S.C. § 2000e-5(f)(3) and 28 U.S.C. § 1391(b) since
the events giving rise to the claims asserted herein occurred, and the Defendants conduct
business and/or reside, within this District.
ANSWER: Defendant states that the allegations in this paragraph constitute legal conclusions for
which no answer is required. To the extent an answer is required, Defendant admits that venue is
proper in this District.

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THE PARTIES
5.
Dr. Breuder is a resident of the Village of Lake Barrington, Illinois. Dr. Breuder
served as President of the College of DuPage, located in Glen Ellyn, Illinois, from January 1,
2009 until his wrongful termination on October 20, 2015. Dr. Breuder has served as a college
president for thirty-five years. The College of DuPage was his third presidential appointment.
ANSWER: Defendant admits that Plaintiff served as President of the College of DuPage from on
or about January 1, 2009, through on or about October 20, 2015. Defendant denies that Breuder
was wrongfully terminated. Defendant lacks sufficient knowledge to form a belief as to the truth
of the remaining allegations in this paragraph, and these allegations are therefore denied.
6.
Defendant Board of Trustees of Community College District No. 502, DuPage
County, Illinois (“Board”) is a body politic and corporate organized under the Illinois Public
Community Colleges Act, 110 ILCS 805 et seq., which has offices and does business in Glen
Ellyn, Illinois. The Board consists of seven duly elected and acting trustees. Those trustees
include Kathy Hamilton, Deanne Mazzochi, Frank Napolitano, Charles Bernstein, Erin Birt,
Dianne McGuire, and Joseph Wozniak.
ANSWER: Defendant denies that Kathy Hamilton, Erin Birt, or Dianne McGuire are trustees of
the College of DuPage. Defendant admits the remaining allegations in this paragraph.
7.
Defendant Kathy Hamilton (“Hamilton”), named in her official and individual
capacity, is a resident of the Village of Hinsdale, Illinois, and currently serves as Chairman of the
Board of Trustees of Community College District No. 502, DuPage County, Illinois.
ANSWER: Defendant denies that Kathy Hamilton currently serves as Chairman of the Board of
Trustees. Defendant lacks sufficient knowledge to form a belief as to the truth of the remaining
allegations in this paragraph, and these allegations are therefore denied.
8.
Defendant Deanne Mazzochi (“Mazzochi”), named in her official and individual
capacity, is a resident of the Village of Elmhurst, Illinois, and currently serves as Vice Chairman
of the Board of Trustees of Community College District No. 502, DuPage County, Illinois.
ANSWER: Defendant denies that Deanne Mazzochi currently serves as Vice Chairman of the
Board of Trustees. Defendant admits the remaining allegations in this paragraph.

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9.
Defendant Frank Napolitano (“Napolitano”), named in his official and individual
capacity, is a resident of the Village of Bloomingdale, Illinois, and currently serves as Secretary
of the Board of Trustees of Community College District No. 502, DuPage County, Illinois.
ANSWER: Defendant denies that Frank Napolitano currently serves as Secretary of the Board of
Trustees. Defendant admits the remaining allegations in this paragraph.
10.
Defendant Charles Bernstein (“Bernstein”), named in his official and individual
capacity, is a resident of the Village of Wheaton, Illinois, and currently serves as a Trustee of the
Board of Trustees of Community College District No. 502, DuPage County, Illinois.
ANSWER: Defendant admits the allegations in this paragraph.
FACTUAL BACKGROUND
Dr. Breuder’s Employment Contract with the College of DuPage
11.
On November 18, 2008, the Board and Dr. Breuder entered into an employment
contract which provided that Dr. Breuder would serve as President of the College of DuPage
from January 1, 2009 to June 30, 2012 (hereinafter, “Employment Contract”). A true and correct
copy of Dr. Breuder’s Employment Contract, including addenda one to three of that contract, is
attached hereto as Exhibit A.
ANSWER: Defendant admits that Plaintiff contends that Exhibit A is an employment agreement
between the College of DuPage and Plaintiff dated November 18, 2008, and that the document
states a term from January 1, 2009, to June 30, 2012. Defendant lacks sufficient knowledge or
information to admit or deny the authenticity of Exhibit A and therefore denies that allegation.
Defendant denies the remaining allegations in this paragraph to the extent they summarize the
contents of the exhibit. The exhibit is a written document that speaks for itself.
12.
At various times throughout Dr. Breuder’s employment with the College of
DuPage, the Board approved the extension of Dr. Breuder’s Employment Contract. On March 7,
2014, Dr. Breuder was informed by then-Chairman Erin Birt that the majority of the Board had
approved the extension of his Employment Contract to June 30, 2019.
ANSWER: Defendant admits that Plaintiff’s employment with the College of DuPage was
extended on more than one occasion. Defendant lacks sufficient knowledge to form a belief as to
the truth of the remaining allegations in this paragraph, and these allegations are therefore denied.

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13.
Dr. Breuder’s Employment Contract is a duly authorized and enforceable
agreement under the Illinois Public Community Colleges Act (the “Act”). Under Section 3-26 of
the Act, the Board has the power “[t]o make appointments and fix the salaries of a chief
administrative officer, who shall be the executive officer of the board, other administrative
personnel and all teachers.” 110 ILCS 805/3-26; see also 110 ILCS 805/3-21.
ANSWER: Defendant denies the allegations in this paragraph to the extent they selectively quote
or characterize provisions of the Public Community Colleges Act. The Act speaks for itself.
Defendant states that the remaining allegations in this paragraph constitute legal conclusions for
which no answer is required. To the extent an answer is required, Defendant denies the remaining
allegations in this paragraph.
14.
Under the authority granted to the Board by the Act, it has been the custom and
practice of the Board, since at least the mid-1990s, to enter into successive multi-year contracts
with the chief administrative officers (i.e., the president) and other high-ranking administrative
personnel. Since the College of DuPage was founded in 1968, five persons (including Dr.
Breuder) have served as president of the College. Each president preceding Dr. Breuder served
anywhere from a four to a twelve-year term under consecutive multi-year employment contracts,
which included, on information and belief, automatic rollover provisions.
ANSWER: Defendant lacks sufficient knowledge to form a belief as to the truth of the allegations
in this paragraph, and these allegations are therefore denied.
15.
In accordance with the Board’s authority under the Act, and the aforementioned
customs and practices, Dr. Breuder’s Employment Contract, as extended on March 7, 2014,
conferred and established in Dr. Breuder a property interest in his continued employment as
President of the College of DuPage from January 1, 2009 through June 30, 2019. Thus, the
Board could not terminate Dr. Breuder’s employment without due process or in contravention of
the terms of his Employment Contract.
ANSWER: Defendant states that the allegation in this paragraph that Plaintiff had a property
interest in his continued employment constitutes a legal conclusion for which no answer is
required. To the extent an answer is required, Defendant denies the allegations. Defendant denies
the remaining allegations in this paragraph.

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16. Section G of the Employment Contract sets forth the permissible basis upon
which the Board can terminate Dr. Breuder’s employment. Section G states that absent mutual
agreement, retirement, resignation, mental or physical incapacity, or death, Dr. Breuder can only
be terminated for cause. Exh. A § G. Section G defines “cause” as follows:
(i)

the President’s material failure or refusal to perform his duties hereunder,
for any reason other than mental or physical incapacity, after the President
has been given at least forty-five (45) days prior written notice of such
breach and a reasonable, opportunity to cure such breach;

(ii)

the President’s material failure to perform the reasonable and legitimate
directives of the Board;

(iii)

misconduct by the President, outside the scope of his employment by the
College hereunder, which is materially detrimental to the reputation of the
Board or the College in the community; or

(iv)

misconduct by the President, outside the scope of his employment by the
College hereunder, which is materially detrimental to the reputation of the
President in the community.

Id.
ANSWER: Defendant denies the allegations in this paragraph to the extent that they quote or
summarize the contents of Exhibit A. Exhibit A is a written document that speaks for itself.
Defendant denies the remaining allegations in this paragraph.
17.
Section G of the Employment Contract also sets forth specific procedures that the
Board must follow in pursuing Dr. Breuder’s termination for cause. Section G.3 states:
The Board’s right to terminate this Agreement for Cause pursuant to Section
G.1(f) of this Agreement may be exercised by the affirmative vote of at least five
(5) of the seven (7) members of the Board in favor of the President’s dismissal for
Cause and the giving of written notice to the President specifying, in detail, the
grounds for such termination. Upon the President’s receipt of written notice from
Board pursuant to Section G.1(f), the President has the right to appear before all
seven (7) members of the Board, at a meeting conducted in executive session, to
discuss the breach asserted by the Board and its cure. Where the Board is
terminating for cause under G.1(f)(i), and if the breach is not cured prior to the
expiration of the cure period provided herein, such termination will be effective
upon the expiration of such 45 day cure period and the Board’s reaffirmation of
the President’s dismissal for Cause by an affirmative vote of at least five (5) of its
seven (7) members.

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Id. § G.3.
ANSWER: Defendant denies the allegations in this paragraph to the extent that they quote or
summarize the contents of Exhibit A. Exhibit A is a written document that speaks for itself.
Defendant denies the remaining allegations in this paragraph.
18.
Section G also provides a remedy in the event the Board terminates Dr. Breuder’s
employment without cause. Section G.4 states:
In the event of the termination of the President’s employment hereunder by the Board
without Cause prior to the expiration of the then-current term of this Agreement, the
President will be entitled to receive the full amount of the compensation (including
the cash equivalent of the SURS contribution described above if SURS does not
allow the College to make a SURS contribution) and all benefits that he would have
received had this Agreement not been terminated prior to the expiration of the
term of this Agreement which expires no earlier than June 30, 2012 but may be
extended as provided in this Agreement.
Id. § G.4.
ANSWER: Defendant denies the allegations in this paragraph to the extent that they quote or
summarize the contents of Exhibit A. Exhibit A is a written document that speaks for itself.
Defendant denies the remaining allegations in this paragraph.
19.
Similar to Dr. Breuder’s Employment Contract, Board policies applicable to the
employment of administrators, including the president, provide that an administrator can only be
terminated under certain circumstances. Board Policy No. 15-275 states, in relevant part:
An administrator’s employment may be terminated or the administrator not
reappointed by:
1. Mutual agreement of the parties.
2. Retirement or resignation of the administrator.
3. Death or mental or physical disability of the administrator which
renders the administrator unable to perform his/her essential job
duties with or without a reasonable accommodation.
4. A decision by the Board of the Trustees that the financial conditions
of the College warrants a reduction in staff or in programs.

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5. An overall unsatisfactory performance rating of the employee made
prior to the start of the contract year on the official administrative
evaluation instrument, together with the recommendation of the
President.
6. For cause, including, but not limited to, violation of any College
policy, procedure, rule or regulation, or commission of any unlawful
act or other inappropriate or unprofessional conduct.
A true and correct copy of Board Policy No. 15-275 is attached hereto as Exhibit B.
ANSWER: Defendant denies the allegations in this paragraph to the extent that they selectively
quote or summarize Board Policy No. 15-275. The policy is a written document that speaks for
itself. Defendant denies that Board Policy No. 15-275 is attached to Plaintiff’s Complaint as
Exhibit B, and denies the remaining allegations in this paragraph.
Dr. Breuder’s Performance as President of the College of DuPage
20.
Pursuant to the Employment Contract, Dr. Breuder assumed his official duties on
January 1, 2009. While President of the College of DuPage, Dr. Breuder fully performed his
duties professionally and in accordance with the terms of his Employment Contract, Board
policies, and all other rules and regulations governing his position.
ANSWER: Defendant admits that Plaintiff began working as President of the College of DuPage
on January 1, 2009. Defendant denies the remaining allegations in this paragraph.
21.
Dr. Breuder is the fifth president of the College of DuPage. The College of
DuPage is the second largest provider of higher education in the State of Illinois behind the
University of Illinois. The College of DuPage is the largest single campus community college in
the United States outside of the State of California. Almost 30,000 students are enrolled currently
at the College of DuPage.
ANSWER: Defendant lacks sufficient knowledge to form a belief as to the truth of the allegations
in this paragraph, and these allegations are therefore denied.

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22.
During his tenure as President of the College of DuPage, Dr. Breuder oversaw
and achieved significant improvements, advancements, and accolades for the College,
specifically and without limitation:
a. Dr. Breuder was instrumental in securing the passage of a $168 million capital
referendum in November 2010 that enabled the College to complete renovations and new
construction to enhance and modernize the campus.
b. Dr. Breuder’s administration enabled the College to increase its fund balance
from under $60 million to approximately $200 million during the worst recession since the Great
Depression.
c. Dr. Breuder facilitated the College’s receipt of approximately $25 million in
grants during his presidency and helped the College’s Foundation increase its assets from under
$10 million to over $15 million.
d. Dr. Breuder spearheaded the completion of an approximately $550 million campus
improvement program which added nearly 1.5 million square feet of enhanced and modernized
educational space.
e. The Illinois Community College Board reported that between fall 2010 and 2014,
the College’s FTE enrollment grew by 6% while the state average for community colleges
declined by 13.1 %. During that same period, the College’s headcount enrollments increased by
10.3% while the state’s average decreased by 11.1%.
f. A December 2014 Community Pulse Survey showed that District 502 residents
overwhelmingly considered the College to have a good image and academic reputation.
g. A 2014 Noel-Levitz Student Satisfaction Inventory Survey indicated that student
satisfaction was higher than reported in any previous student survey.
h. A 2013 Personnel Assessment of College Environment Survey placed the College
in the high Consultative Leadership Range indicating a healthy campus climate and almost tying
the all-time high reported in 1999.
i. Dr. Breuder conceived of and implemented an annual comprehensive strategic
long-rang planning process, for which the College received the 2014 Richard Goodman Strategic
Planning Award from the Association of Strategic Planning for distinction in the practices of
Strategy Development, Implementation and Results.
j. Dr. Breuder was directly responsible for the College’s receipt of the 2013 Illinois
Council of Community Colleges Administrators Award for the development of multiple 3+1 on
campus baccalaureate completion programs involving five partner universities.
k. Dr. Breuder was influential in the College’s receipt of the Governor’s Award for
Academic Excellence in serving veterans, making the College the first community college to
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earn this award from the Illinois Department of Veteran Affairs.
l. Dr. Breuder was instrumental in the College’s receipt of the Illinois Performance
Excellence (ILPEX) Bronze Award for Commitment to Excellence as part of the College’s
reaffirmation of accreditation process, making the College the sixth community college ever to
earn this award.
m. For each fiscal year from 2009 through 2015, the College received unqualified
audit opinions, with no material weaknesses or significant issues, from an external auditor,
Crowe Horwath LLP.
n. The College consistently received the Distinguished Budget Presentation Award
and the Certificate of Achievement for Excellence in Financial Reporting from the Government
Finance Officers Association.
o. Dr. Breuder helped ensure the College maintained its Aaa and AAA bond ratings,
respectively, from Moody's Investor Services and Standard and Poor.
p. Dr. Breuder ensured that all eligible College employees will have received an
annual salary increase in excess of 3% during his tenure as President. This occurred despite one of
the worst economies since the Great Depression and State funding declined to under 10%
from the entitled 33%.
q. The College has added dozens of new programs of study to meet dynamic
community needs.
r. The College has consistently been identified as one of the largest providers of
online course offerings among all Illinois community colleges.
s. Dr. Breuder instituted a number of diversity initiatives at the College, including the
creation and implementation of the new Center for Student Diversity.
t. Dr. Breuder was responsible for the creation of the Presidential and Academic
Scholars Program, which dramatically increased the number of high achieving students enrolling
at the College.
u. Dr. Breuder successfully transformed the College’s Business and Professional
Institute into a highly lucrative and effective Business Solutions Program.
v. Dr. Breuder oversaw the continuation of a successful Fulbright Scholarship
Program, with the Chronicle of Higher Education ranking the College as a top producer
of Fulbright Scholars.
w. Dr. Breuder envisioned two companion state-of-the-art facilities, the Homeland
Security Education Center and Homeland Security Training Center, both of which are currently
being used to train emergency first responders, including fire fighters, EMTs, and law
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enforcement personnel.
x. Dr. Breuder conceived of the Star Lake Pavilion, an outdoor venue for
summertime concerts and movies that is open to the public at no cost. In its first season,
thousands of community members enjoyed music/family movies under the stars.
y. Dr. Breuder’s team negotiated the Pathways to Engineering Program, which
guarantees eligible engineering students admission into the Engineering Program at the
University of Illinois-Urbana upon graduation from the College of DuPage.
ANSWER: Defendant admits that, for each fiscal year from 2009 through 2015, the College
received unqualified audit opinions from Crowe Horwath LLP with no material weaknesses, as
materiality was defined in those opinions. Defendant denies Plaintiff’s characterization of his job
performance in this paragraph. Defendant lacks sufficient knowledge to form a belief as to the
truth of the remaining allegations in this paragraph, and these allegations are therefore denied.
23.
Dr. Breuder has received the following professional recognitions while
President of the College: 2015 University at Albany Alumni Association Excellence Award
(chosen, but later rescinded due to Defendants’ actions), 2014 CASE V CEO of the Year Award,
2013 Illinois Senate recognition for 32 years of leadership in community colleges, 2013
Florida State University College of Education Distinguished Alumni Award, 2013 National
Council for Marketing and Public Relations National Pacesetter Award, 2013 Association of
Community College Trustees CEO Award, Central Region, and the 2012 DuPage County
Fire Chiefs Association Honorary Fire Chief.
ANSWER: Defendant lacks sufficient knowledge to form a belief as to the truth of the allegations
in this paragraph, and these allegations are therefore denied.
24.
Pursuant to Board Policy No. 15-210, the Board is required to evaluate the
College President at the end of each fiscal year and to provide such evaluation to the College
President. Over the last five years, Dr. Breuder never received a negative evaluation from the
Board relating to his performance as President of the College. Dr. Breuder received no such
evaluation for fiscal year 2014 or at any time prior to the events leading up to this lawsuit.
ANSWER: Defendant admits that Board Policy No. 15-210 provides for evaluations of the
College President to be performed at the end of each fiscal year. Defendant denies the allegations
in this paragraph to the extent they quote or summarize the contents of Board Policy No. 15-210.
The policy is a written document that speaks for itself. Defendant lacks sufficient knowledge to
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form a belief as to the truth of the remaining allegations in this paragraph, and these allegations
are therefore denied.
The Board and Dr. Breuder Agree to an Early Termination of the Employment Contract
25.
Beginning in or around late 2014, the Board and Dr. Breuder began discussions
concerning Dr. Breuder’s continued service to the College of DuPage and the Board’s preference
to terminate Dr. Breuder’s employment prior to June 30, 2019.
ANSWER: Defendant admits the allegations in this paragraph.
26.
Through December 2014 and January 2015, the Board and Dr. Breuder negotiated
a fourth addendum to the Employment Contract that provided for early termination of Dr.
Breuder’s employment in exchange for certain retirement benefits.
ANSWER: Defendant admits the allegations in this paragraph.
27.
On January 28, 2015, the Board voted on and approved by a vote of six-to-one the
fourth addendum to the Employment Contract (hereinafter, the “January 2015 Agreement”). A
true and correct copy of the January 2015 Agreement is attached hereto as Exhibit C.
ANSWER: Defendant admits that on or about January 28, 2015, the Board of Trustees of the
College of DuPage voted on and approved by a vote of six to one a fourth addendum to
employment contract. Defendant denies that the fourth addendum is a valid and enforceable
agreement. Defendant denies the remaining allegations in the paragraph.
28.
In relevant part, the January 2015 Agreement provided that Dr. Breuder would
continue to serve as President of the College of DuPage until March 30, 2016, on which date it
was agreed that Dr. Breuder would retire from his post. In exchange, it was agreed that Dr.
Breuder would receive a lump sum payment upon his retirement. See generally id.
ANSWER: Defendant denies the allegations in this paragraph as they quote or summarize the
contents of the purported employment agreement. The agreement is a written document that speaks
for itself.

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29.
The January 2015 Agreement also provided that all terms of Dr. Breuder’s
Employment Contract that were not expressly superseded by the January 2015 Agreement would
remain in effect through March 30, 2016. Id. ¶ 4. Such terms included the termination provisions
of the Employment Contract.
ANSWER: Defendant denies the allegations in this paragraph as they quote or summarize the
contents of the purported employment agreement. The agreement is a written document that speaks
for itself.
30.
The January 2015 Agreement was a duly authorized and enforceable agreement
under Sections 3-26 (cited above) and 3-31 of the Act. Section 3-31 grants the Board authority
“[t]o provide for or participate in provisions for insurance protection and benefits for its
employees and their dependents, including but not limited to retirement annuities, medical,
surgical and hospital benefits, in such types and amounts as shall be determined by the board for
the purpose of aiding in securing and retaining the services of competent employees.” 110 ILCS
805/3-31; see also 110 ILCS 805/3-30.
ANSWER: Defendant denies the allegations in this paragraph to the extent they quote or
characterize provisions of the Public Community Colleges Act. The Act speaks for itself.
Defendant denies the remaining allegations in this paragraph, including that the fourth addendum
was a duly authorized and enforceable agreement under the Public Community Colleges Act or
any other applicable law.
31.
In accordance with the Board’s authority under the Act, the January 2015
Agreement conferred and established in Dr. Breuder a property interest in his continued
employment from January 28, 2015 through March 30, 2016. The January 2015 Agreement also
conferred and established in Dr. Breuder a property interest in all benefits provided for under the
Agreement, including the lump sum payment to be made to Dr. Breuder upon his retirement.
Thus, the Board could not terminate Dr. Breuder’s employment or rescind the benefits conferred
in the January 2015 Agreement without due process or in contravention of the terms of the
January 2015 Agreement and the Employment Contract.
ANSWER: Defendant denies the allegations in this paragraph.

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Defendant Hamilton Maliciously Tarnished Dr. Breuder’s Professional Reputation and Acted
to Interfere With His Contractual and Constitutional Rights Solely For Personal Interests and
Political Aspirations
32.
Since early 2014, Defendant Hamilton has engaged in a malicious and wrongful
scheme to tarnish Dr. Breuder’s professional reputation and, ultimately, to interfere with and
deprive Dr. Breuder of his contractual and constitutional rights. That scheme has been motivated
not by Defendant Hamilton’s official duties as an elected member of the Board, but rather by her
personal interests and political agenda.
ANSWER: Defendant denies the allegations in this paragraph.
33.
Defendant Hamilton was elected to serve as a member of the Board in April 2013.
Prior to April 2013, Defendant Hamilton never held any elected or political office, nor had any
ties to the College of DuPage. Upon her election, Defendant Hamilton told Dr. Breuder and
Thomas Glaser, Senior Vice President of Administration, that her motivation for running for the
Board was to use the position to attain higher political office. Defendant Hamilton stated that she
planned to achieve that goal by finding something wrong with the College, specifically by using
her purported experience as a CPA to find irregularities in the College’s finances and spending.
ANSWER: Defendant admits that Kathy Hamilton was elected to the Board of Trustees in April
2013. Defendant lacks sufficient knowledge to form a belief as to the truth of the remaining
allegations in this paragraph, and these allegations are therefore denied.
34.
On information and belief, throughout late-2013 and to this day, Defendant
Hamilton has worked closely with her political advisor, Chris Robling, to develop a strategy to
advance her personal interests and political agenda. That strategy has been focused on posturing
Defendant Hamilton as a “reformist” of the College and discrediting and slandering the former
Board and College administration, especially Dr. Breuder, through false claims of unprofessional
and unethical conduct, mismanagement, and fraudulent and abusive spending practices.
ANSWER: Defendant lacks sufficient knowledge to form a belief as to the truth of the allegations
in this paragraph, and these allegations are therefore denied.
35.
In or about May 2014, Defendant Hamilton partnered with the political watchdog
organization For the Good of Illinois, founded by Adam Andrzejewski, and devised a plan to use
For the Good of Illinois to publicly discredit the professional and ethical conduct of the former
Board and College administration.
ANSWER: Defendant lacks sufficient knowledge to form a belief as to the truth of the allegations
in this paragraph, and these allegations are therefore denied.

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36.
On or about May 9, 2014, Defendant Hamilton leaked to Andrzejewski a
confidential and privileged email between Dr. Breuder and the Board relating to the potential use
of a $20 million state grant for a proposed Teaching and Learning Center. Defendant Hamilton
knew or had been advised that the contents of this email would be sensationalized in a manner to
tarnish the professional and ethical credibility of Dr. Breuder and the former Board.
ANSWER: Defendant lacks sufficient knowledge to form a belief as to the truth of the allegations
in this paragraph, and these allegations are therefore denied.
37.
On May 20, 2014, after receiving information about the May 9 email from
Defendant Hamilton, Andrzejewski issued a Freedom of Information Act (“FOIA”) request to
the College. Andrzejewski’s FOIA request sought all of Dr. Breuder’s email communications
dated from May 6 to May 19, 2014. No other documentation was sought by Andrzejewski’s
FOIA request.
ANSWER: Defendant lacks sufficient knowledge to form a belief as to the truth of the allegations
in this paragraph, and these allegations are therefore denied.
38.
On or about May 22, 2014, Defendant Hamilton invited Andrzejewski to speak at
that day’s regular meeting of the Board. During the meeting, Andrzejewski publicly attacked Dr.
Breuder’s credibility and ethical fulfillment of his duties as President of the College of DuPage.
At the close of his remarks, Andrzejewski stated, “I challenge Dr. Breuder, please leave and do
something good for the people of Illinois.” On information and belief, Defendant Hamilton knew
of, agreed to, and spoke with Andrzejewski regarding his comments prior to the meeting.
ANSWER: Defendant lacks sufficient knowledge to form a belief as to the truth of the allegations
in this paragraph, and these allegations are therefore denied.
39.
On or about June 24, 2014, Andrzejewski received a copy of the May 9 email
through his FOIA request. Andrzejewski immediately sent the email to the Chicago Tribune and
also published the email on For the Good of Illinois’ website. The email was sensationalized as
evidence of corruption within the College and a “seedy money grab” on the part of Dr. Breuder.
On information and belief, Defendant Hamilton knew of, agreed to, or participated directly in
Andrzejewski’s distribution and publication of the email.
ANSWER: Defendant lacks sufficient knowledge to form a belief as to the truth of the allegations
in this paragraph, and these allegations are therefore denied.

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40.
On or around June 26, 2014, Defendant Hamilton invited Andrzejewski to speak at
that day’s special meeting of the Board. During his public comments, Andrzejewski impugned Dr.
Breuder and the former Board for the contents of the May 9 email, describing Dr. Breuder’s
statements in the email as “disgusting” and a “concoct[ed] scheme to secure funding.”
Andrzejewski further stated, “[W]e know our culture of corruption. This email spells it out and
[Dr. Breuder] spells it out to you.” On information and belief, Defendant Hamilton knew of, agreed
to, and spoke with Andrzejewski regarding his comments prior to the meeting.
ANSWER: Defendant lacks sufficient knowledge to form a belief as to the truth of the allegations
in this paragraph, and these allegations are therefore denied.
41.
Defendant Hamilton thereafter capitalized upon the distortion of the May 9 email
as a means of furthering her personal interests and political agenda. Starting in July 2014,
Defendant Hamilton began participating in interviews and providing commentary to various
media outlets, including the Chicago Tribune and the Daily Herald, that were focused on
wrongfully discrediting the former Board and Dr. Breuder’s professional and ethical
administration of the College of DuPage.
ANSWER: Defendant lacks sufficient knowledge to form a belief as to the truth of the allegations
in this paragraph, and these allegations are therefore denied.
42.
On July 10, 2014, Defendant Hamilton penned an op-ed that harshly criticized the
former Board and Dr. Breuder regarding the issues underlying the May 9 email. Defendant
Hamilton’s comments were crafted solely as a means of political gamesmanship, as evidenced by
the fact that on May 21, 2014, just outside of the window of Andrzejewski’s FOIA request,
Defendant Hamilton wrote to Dr. Breuder indicating her support of the Teaching and Learning
Center proposed in the May 9 email.
ANSWER: Defendant lacks sufficient knowledge to form a belief as to the truth of the allegations
in this paragraph, and these allegations are therefore denied.
43.
On August 26, 2014, Defendant Hamilton participated in a radio interview with
Andrzejewski on the Joe Walsh Show to discuss the May 9 email and other events at the College
of DuPage. During the interview, Andrzejewski made several statements that falsely implicated
Dr. Breuder with corruption, fraud, and abusive management of the College. Defendant
Hamilton indicated support and agreement with Andrzejewski’s comments. Defendant Hamilton
herself stated that Dr. Breuder “has a fiefdom.”
ANSWER: Defendant lacks sufficient knowledge to form a belief as to the truth of the allegations
in this paragraph, and these allegations are therefore denied.

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44.
In December 2014, Defendant Hamilton provided comment for an editorial
penned by Andrzejewski and published in the Huffington Post. In the editorial, Andrzejewski
quoted Defendant Hamilton: “Thanks to the professors, College of DuPage is one of the nation's
top community colleges. But the lack of administrative executive ethics has been troubling.
Ethical business practices haven’t been a part of COD governance for a very long time . . . .
Therefore, all the groups are helping to squeeze out corrupt practices.” Defendant Hamilton’s
comments were directed at Dr. Breuder.
ANSWER: Defendant lacks sufficient knowledge to form a belief as to the truth of the allegations
in this paragraph, and these allegations are therefore denied.
45.
On January 22, 2015, during a regular meeting of the Board, Defendant Hamilton
stated publicly that the January 2015 Agreement reached between the Board and Dr. Breuder
constituted a “golden parachute” and “wanton betrayal of [DuPage County] constituents” and
that the College of DuPage should “show Dr. Breuder the door.” Defendant Hamilton’s
comments were coupled by baseless accusations of improprieties and mismanagement by Dr.
Breuder, including a groundless allegation that Dr. Breuder permitted fraudulent and criminal
activity to occur at the College. Defendant Hamilton’s comments are another example of her
political gamesmanship, as these comments were made despite her earlier approval of the
January 2015 Agreement during closed meetings of the Board.
ANSWER: Defendant lacks sufficient knowledge to form a belief as to the truth of the allegations
in this paragraph, and these allegations are therefore denied.
46.
On January 28, 2015, Defendant Hamilton participated in a televised interview on
Chicago Tonight. During the interview, Defendant Hamilton stated that Dr. Breuder should be
“outright fired.” Defendant Hamilton supported her opinion by improperly implicating Dr.
Breuder in unprofessional and unethical conduct. Defendant Hamilton even attacked Dr.
Breuder’s personal character, falsely describing Dr. Breuder as “intimidating” and “being very
cruel to people in a very unacceptable way.”
ANSWER: Defendant lacks sufficient knowledge to form a belief as to the truth of the allegations
in this paragraph, and these allegations are therefore denied.
47.
Following the events of January 2015, Defendant Hamilton made it her mission to
“claw back” Dr. Breuder’s January 2015 Agreement and wrongfully terminate his employment
through any means possible. Defendant Hamilton’s resolve to terminate Dr. Breuder, by any
means, can be summed up by a quote published by the Daily Herald on March 9, 2015: “Asked
about the possibility that an attempt to oust Robert Breuder without pay could provoke a lawsuit
that entwines the college in expensive litigation, Hamilton said, ‘Let him sue us. ’” Defendant
Hamilton also has been reported as having a vendetta against Dr. Breuder based on his actions in
posting a Board-approved censure of Defendant Hamilton on the Board’s website in mid-2014.

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ANSWER: Defendant lacks sufficient knowledge to form a belief as to the truth of the allegations
in this paragraph, and these allegations are therefore denied.
48.
From late-January 2015 through Dr. Breuder’s wrongful termination, Defendant
Hamilton pursued her mission by continuing to publicly impugn and discredit Dr. Breuder’s
professional and ethical reputation. Defendant Hamilton not only has falsely accused Dr. Breuder
of mismanaging the College, but also has maliciously implicated Dr. Breuder in corruption and
fraud. Defendant Hamilton has made these accusations in her official capacity, including in her
current position as Board Chairman. Defendant Hamilton’s accusations, many of which have
been made during public meetings of the Board, have been recorded and published on the
Board’s website or through external media outlets.
ANSWER: Defendant lacks sufficient knowledge to form a belief as to the truth of the allegations
in this paragraph, and these allegations are therefore denied.
49.
Defendant Hamilton’s accusations were made with negligent and even reckless
disregard for the truth, were unreasonable under the circumstances, and were not rationally
related to the fulfillment of her official duties or the administration of the College. In fact, when
questioned by the Daily Herald in June 2015 about the validity of the many accusations charged
against Dr. Breuder and his administration of the College, as reported upon by the media,
Defendant Hamilton stated that a lot of it was “political” and “an exaggeration.” Yet, the Board
has based Dr. Breuder’s wrongful termination on these political and exaggerated accusations.
ANSWER: Defendant lacks sufficient knowledge to form a belief as to the truth of the allegations
in this paragraph, and these allegations are therefore denied.
50.
Defendant Hamilton’s conduct has resulted in severe damage to Dr. Breuder’s
professional reputation. Multiple dozens of articles have been published about Dr. Breuder by
several media outlets, including the Chicago Tribune, Washington Post, USA Today, and Inside
Public Higher Education, and many of those articles have portrayed Dr. Breuder as greedy,
corrupt, unethical, and unprofessional. Defendant Hamilton instigated such portrayals, and as a
result of her wrongful conduct, Dr. Breuder has lost speaking and consulting engagements, was
removed from a professional advisory board, and was declined an already-awarded alumni award
from his undergraduate alma mater. He also has been shunned from the academic community.
ANSWER: Defendant lacks sufficient knowledge to form a belief as to the truth of the allegations
in this paragraph, and these allegations are therefore denied.

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Defendant Hamilton Recruits Defendants Mazzochi, Napolitano, and Bernstein to Assist in
Pursuing Her Personal and Political Agenda to Terminate Dr. Breuder
51.
In or around February 2015, Defendant Hamilton reported to the public and to
various media outlets that she intended to achieve her goal of terminating Dr. Breuder’s
employment by taking over the Board through the upcoming April 2015 elections and then
acting to “accelerate” Dr. Breuder’s dismissal.
ANSWER: Defendant lacks sufficient knowledge to form a belief as to the truth of the allegations
in this paragraph, and these allegations are therefore denied.
52.
Throughout February 2015, Defendant Hamilton recruited potential candidates to
run for the Board to assist her in terminating Dr. Breuder. By March 2015, Defendant Hamilton
had found and began publicly endorsing her slate of candidates: Defendants Mazzochi,
Napolitano, and Bernstein. Defendants Mazzochi, Napolitano, and Bernstein ran for election on a
“Clean Slate” platform that was primarily focused on “end[ing] Breuder-era corruption” and
“claw[ing] back as much of President Breuder’s $763,000 as legally possible.”
ANSWER: Defendant lacks sufficient knowledge to form a belief as to the truth of the allegations
in this paragraph, and these allegations are therefore denied.
53.
Defendant Hamilton used her official position to promote and endorse the socalled “Clean Slate” platform. Defendant Hamilton attended several “Clean Slate” campaigning
events in her official capacity and, on information and belief, personally contributed between
$80,000 and $100,000 to the “Clean Slate” campaign. On March 31, 2015, Defendant Hamilton
participated in a televised interview that aired on CLTV’s Politics Tonight in which she stated
her endorsement of a “slate of candidates” who could help her “clean up” the College of DuPage.
ANSWER: Defendant lacks sufficient knowledge to form a belief as to the truth of the allegations
in this paragraph, and these allegations are therefore denied.
54.
On April 2, 2015, Defendants Mazzochi, Napolitano, and Bernstein were elected to
the Board. Without hesitation, Defendants Mazzochi, Napolitano, and Bernstein used their election
to promote the false charges that they had made against Dr. Breuder during their campaigns. On
the night of the election, Defendants Mazzochi, Napolitano, and Berstein issued the following
statement to the press: “Tonight, they gave us a clear mandate to clean up the College of
DuPage . . . . To finally stop the waste, fraud and abuse. . . .” Defendant Bernstein separately stated,
“In order to do that, we have to stop the corruption . . . .”
ANSWER: Defendant admits that Deanne Mazzochi, Frank Napolitano and Charles Bernstein
were elected to the Board of Trustees in April 2015. Defendant lacks sufficient knowledge to form

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a belief as to the truth of the remaining allegations in this paragraph, and these allegations are
therefore denied.
55.
Defendant Hamilton seconded Defendants Mazzochi, Napolitano, and Bernstein’s
statement, commenting to CBS Chicago on the night of the election: “I am absolutely thrilled. I
just feel the community has spoken, and they’ve spoken out against fraud, waste, and abuse; and
they’ve spoken for good government.”
ANSWER: Defendant lacks sufficient knowledge to form a belief as to the truth of the allegations
in this paragraph, and these allegations are therefore denied.
56.
Ironically, since the election, Defendants Hamilton, Mazzochi, Napolitano, and
Bernstein, and the “Clean Slate” Political Action Committee have had five complaints filed
against them collectively with the State Board of Elections for violations of campaigning
disclosure requirements. In addition, on April 2, 2015, the College’s Internal Auditor issued a
report finding that Defendant Hamilton’s endorsement of the “Clean Slate” candidates violated
the College’s ethics policies, specifically through her participation in prohibited political activity
while acting in her official capacity as Vice-Chairman of the Board.
ANSWER: Defendant lacks sufficient knowledge to form a belief as to the truth of the allegations
in this paragraph, and these allegations are therefore denied.
Defendants Hamilton, Mazzochi, Napolitano, and Bernstein Immediately Placed Dr. Breuder
on Indefinite Administrative Leave
57.
On April 28, 2015, Defendants Mazzochi, Napolitano, and Bernstein began their
terms as trustees of the Board.
ANSWER: Defendant denies the allegations in this paragraph.
58.
In the late afternoon of April 28, 2015, Dr. Breuder received a letter from
Defendants Hamilton, Mazzochi, Napolitano, and Bernstein that directed Dr. Breuder to organize
a special meeting of the Board to be convened on April 30, 2015 at 8:00 p.m. The letter included
a proposed agenda for the special meeting that listed the following item of new business for
approval: “Placement of President Dr. Robert L. Breuder on Paid Administrative Leave;
Appointment of Dr. Joseph Collins to Serve as Acting Interim President of the College.” The
letter threatened that if Dr. Breuder did not implement the enclosed agenda, disciplinary or other
action would be taken against Dr. Breuder. A true and correct copy of the April 28, 2015 letter
and the accompanying proposed agenda are attached hereto as Exhibit D.

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ANSWER: Defendant admits that Exhibit D to Plaintiff’s Complaint purports to be a letter dated
April 28, 2015, to Dr. Breuder from Trustees Kathy Hamilton, Deanne Mazzochi, Frank
Napolitano, and Charles Bernstein and admits that this paragraph accurately quotes Exhibit D to
Plaintiff’s Complaint. Defendant denies the remaining allegations in this paragraph.
59.
On April 30, 2015, at approximately 7:20 p.m., an organizational meeting of the
Board took place pursuant to Section 3-8 of the Act to elect new officers of the Board. At the
organizational meeting, Defendants Hamilton, Mazzochi Napolitano, and Bernstein nominated
and voted each other into officer positions. Defendant Hamilton was appointed Chairman.
Defendant Mazzochi was appointed Vice Chairman. Defendant Napolitano was appointed
Secretary. Board Trustees Erin Birt, Joseph Wozniak, and Dianne McGuire voted against each of
these appointments. A true and correct copy of the minutes of the Board’s April 30, 2015
organizational meeting are attached hereto as Exhibit E.
ANSWER: Defendant admits that an organizational meeting of the Board of Trustees took place
on April 30, 2015, at which Kathy Hamilton was elected Chairman, Deanne Mazzochi was elected
Vice Chairman, and Frank Napolitano was elected Secretary. Defendant admits that Exhibit E
purports to be the minutes of the April 30, 2015, organizational meeting. Defendant lacks sufficient
knowledge to form a belief as to the truth of the remaining allegations in this paragraph, and these
allegations are therefore denied.
60.
On April 30, 2015, at approximately 9:03 p.m., the Board began its special
meeting pursuant to the agenda pushed through by Defendants Hamilton, Mazzochi, Napolitano,
and Bernstein. At the special meeting, a motion was heard to adopt Resolution No. 15-430-2 to
immediately place Dr. Breuder on paid administrative leave (which included banning Dr.
Breuder from the College) and to appoint Dr. Joseph Collins as Acting Interim President.
Defendants Hamilton, Mazzochi, Napolitano, and Bernstein voted in favor of the resolution. All
other Board trustees voted against the resolution. The resolution was approved and immediately
enforced. True and correct copies of the minutes of the Board’s April 30, 2015 special meeting
and Resolution No. 15-430-2 are attached hereto as Exhibits F and G, respectively.
ANSWER: Defendant admits that Resolution No. 15-430-2 was passed at the April 30, 2015,
Board of Trustees meeting to place Plaintiff on paid administrative leave and appointing Dr.
Collins as acting interim President. Defendant admits that Trustees Kathy Hamilton, Deanne
Mazzochi, Frank Napolitano, and Charles Bernstein voted in favor of the resolution and that all
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other trustees voted against the resolution. Defendant admits that Exhibit F purports to be meeting
minutes from the April 30, 2015 Board of Trustees meeting. Defendant denies the remaining
allegations in this paragraph.
61.
Contemporaneous with the vote on Resolution No. 15-430-2, Defendant Hamilton
commented to the public that “The College of DuPage has been through tough times—times
marked by extraordinary and continuous denial. Those troubles are not yet over, but the cause of
those troubles are.” Defendant Hamilton was unmistakably and maliciously referring to Dr.
Breuder as the cause of the College’s troubles.
ANSWER: Defendant lacks sufficient knowledge to form a belief as to the truth of the allegations
in this paragraph, and these allegations are therefore denied.
62.
The Board’s adoption of Resolution No. 15-430-2 violated the January 2015
Agreement, the Employment Contract, and Dr. Breuder’s due process rights.
ANSWER: Defendant denies the allegations in this paragraph.
63.
The Board’s adoption of Resolution No. 15-430-2 was not authorized by any
contract provision, statute, administrative rule, or Board policy governing Dr. Breuder’s
employment.
ANSWER: Defendant denies the allegations in this paragraph.
64.
The Board lacked any rational basis to adopt Resolution No. 15-430-2, as the
circumstances giving rise to the adoption of the resolution were baseless, frivolous, and
motivated solely by Defendants Hamilton, Mazzochi, Napolitano, and Bernstein’s personal and
political agendas.
ANSWER: Defendant denies the allegations in this paragraph.
65.
The adoption of Resolution No. 15-430-2 followed months of false accusations and
slanderous statements made by Defendants Hamilton, Mazzochi, Napolitano, and Bernstein that
charged Dr. Breuder with unprofessional, unethical, and criminal conduct. Defendants
Hamilton, Mazzochi, Napolitano, and Bernstein’s accusations were made maliciously and with
negligent and even reckless disregard for the truth.
ANSWER: Defendant denies the allegations in this paragraph.

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66.
Defendants Hamilton, Mazzochi, Napolitano, and Bernstein’s conduct was
unreasonable under the circumstances and was not rationally related to the fulfillment of their
official duties or to the administration of the College.
ANSWER: Defendant lacks sufficient knowledge to form a belief as to the truth of the allegations
in this paragraph, and these allegations are therefore denied.
67.
At no time prior to the Board’s adoption of Resolution No. 15-430-2 was Dr.
Breuder afforded any opportunity to respond to the false accusations and slanderous comments
underpinning the adoption of the resolution. Nor was Dr. Breuder provided an opportunity to
present reasons, either in person or writing, as to why Resolution No. 15-430-2 was
inappropriate. In fact, the Board effectively had prohibited Dr. Breuder from being heard or from
clearing his name of the accusations charged against him.
ANSWER: Defendant denies the allegations in this paragraph.
68.
On February 25, 2015, the Board had issued a directive to Dr. Breuder to “not
respond, distribute or release any statement and/or communicate orally or in writing with the
media until further notice . . . .” The Board lifted this order on April 2, 2015, but only to permit
Dr. Breuder to speak with the College’s public relations consultant. Dr. Breuder remained
prohibited from speaking directly to the media and the public until his termination on October
20, 2015.
ANSWER: Defendant lacks sufficient knowledge to form a belief as to the truth of the allegations
in this paragraph, and these allegations are therefore denied.
69.
The adoption of Resolution No. 15-430-2 under the circumstances had a grossly
unfair and damaging effect on Dr. Breuder’s reputation. Since the adoption of Resolution No. 15430-2, Dr. Breuder has been shunned from the academic community, has been demonized and
disparaged throughout the State of Illinois, has had already-awarded awards rescinded, and has
been denied professional speaking and consultation opportunities.
ANSWER: Defendant denies the allegations in this paragraph.
Defendants Hamilton, Mazzochi, Napolitano, and Bernstein Also Devised a Plan to Terminate
Dr. Breuder in Contravention of Contractual and Constitutional Rights
70.
Following the adoption of Resolution No. 15-430-2, the Board, now led by
Defendants Hamilton, Mazzochi, Napolitano, and Bernstein, immediately began devising a plan
to terminate Dr. Breuder’s employment in violation of his contractual and constitutional rights.
ANSWER: Defendant denies the allegations in this paragraph.

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71.
On April 30, 2015, Defendants Hamilton, Mazzochi, Napolitano, and Bernstein
voted on, and the Board approved by their majority vote, Resolution No. 15-430-5A to retain the
law firm Rathje & Woodward, LLC to represent the Board in a variety of matters, including
matters related to Dr. Breuder’s employment. See Exh. F. Defendants Hamilton, Mazzochi,
Napolitano, and Bernstein also voted on, and the Board approved by their majority vote,
Resolution No. 15-430-6 to have the law firm Schuyler, Roche & Crisham, P.C. conduct an
internal investigation of the College of DuPage. See Exh. F.
ANSWER: Defendant admits that the Board of Trustees passed Resolution Nos. 15-430-5A and
15-430-5B on April 30, 2015, to retain Rathje & Woodward, LLC and Schuyler, Roche & Crisham,
P.C. Defendant admits that Trustees Kathy Hamilton, Charles Bernstein, Frank Napolitano, and
Deanne Mazzochi voted in favor of the resolutions. Defendant lacks sufficient knowledge to form
a belief as to the truth of the remaining allegations in this paragraph, and these allegations are
therefore denied.
72.
Resolution Nos. 15-430-5A and 15-430-6 violated Board Policy Nos. 5-30, 10-60,
and 15-25, as well as Illinois Rules of Professional Conduct 1.7, 1.8, and 1.9. These resolutions
also had the effect of violating Dr. Breuder’s constitutionally protected rights.
ANSWER: Defendant denies the allegations in this paragraph.
73.
The impropriety of the Board’s retention of Rathje & Woodward is demonstrated,
in part, by the fact that on January 27, 2015, Rathje & Woodward filed a lawsuit for injunctive
and declaratory relief against the Board in the Illinois Circuit Court for DuPage County. That
lawsuit was filed on behalf of For the Good of Illinois, Edgar County Watchdogs, Adam
Andrzejewski, Kirk Allen, and John Kraft. The subject matter of the lawsuit related to the
lawfulness of the Board’s approval of Dr. Breuder’s January 2015 Agreement. A true and correct
copy of the Complaint filed in this lawsuit is attached hereto as Exhibit H.
ANSWER: Defendant admits that Rathje & Woodward, LLC filed a complaint for injunctive and
declaratory relief on behalf of For the Good of Illinois, Inc., Edgar County Watchdogs, Inc. Adam
Andrzejewski, Kirk Allen, and John Kraft against the Board of Trustees on or about January 27,
2015. Defendant admits that Exhibit H purports to be a copy of the complaint filed in that action.
Defendant denies that its retention of Rathje & Woodward was improper. Defendant lacks
sufficient knowledge to form a belief as to the truth of the remaining allegations in this paragraph,

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and these allegations are therefore denied.
74.
The impropriety of Board’s retention of Schuyler, Roche & Crisham is evidenced,
at least, by Defendant Hamilton’s relationship with Daniel Kinsella of Schuyler, Roche &
Crisham. Mr. Kinsella has represented Defendant Hamilton in her personal capacity at times
relevant to this lawsuit, including with respect to Defendant Hamilton’s dealings with the Board.
Mr. Kinsella was appointed to lead the investigation authorized by Resolution No. 15-430-6,
which was instituted solely to fish for information to support Defendants Hamilton, Mazzochi,
Napolitano, and Bernstein’s determination to wrongfully terminate Dr. Breuder.
ANSWER: Defendant lacks sufficient knowledge to form a belief as to whether Mr. Kinsella “has
represented Defendant Hamilton in her personal capacity at times relevant to this lawsuit,
including with respect to Defendant Hamilton’s dealings with the Board.” Defendant denies the
remaining allegations in this paragraph.
75.
Defendant Hamilton has admitted that the retention of Rathje & Woodward and
Schuyler, Roche & Crisham was meant solely to ensure that the Board would fulfill the political
agendas of Defendants Hamilton, Mazzochi, Napolitano, and Bernstein. On May 4, 2015,
Defendant Hamilton appeared on Chicago Tonight and stated that “the most important thing is not
necessarily optics [i.e., the impropriety of these retentions] but solving the problem, . . . hiring
the right people to solve the problem is the right optics.” The “right people” were people who
Defendants Hamilton, Mazzochi, Napolitano, and Bernstein believed would do what was
necessary to fulfill their determination to wrongfully terminate Dr. Breuder.
ANSWER: Defendant lacks sufficient knowledge to form a belief as to the truth of the allegations
in this paragraph, and these allegations are therefore denied.
76.
Since April 30, 2015, the Board, through Mr. Kinsella, has conducted the internal
investigation authorized by Resolution No. 15-430-6 akin to a witch-hunt. On one weekend in May
2015, Mr. Kinsella and his team ransacked the office of Dr. Breuder’s longtime secretary in search
of information that Defendants Hamilton, Mazzochi, Napolitano, and Bernstein could use to
support their wrongful efforts to terminate Dr. Breuder. Mr. Kinsella and his team have
conducted similar searches of Dr. Breuder’s former office and the offices of several other
administrative staff.
ANSWER: Defendant admits that it conducted an internal investigation authorized by the Board
of Trustees by Resolution No. 15-430-6. Defendant denies the remaining allegations in this
paragraph.
77.

By August 2015, the internal investigation authorized by Resolution No. 15-430-6
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had uncovered no evidence or information supporting Dr. Breuder’s termination. As a result, the
Board was forced to pursue other avenues of terminating Dr. Breuder’s employment, including
acting to wrongfully void his Employment Contract and related agreements.
ANSWER: Defendant denies the allegations in this paragraph.
78.
On August 20, 2015, Defendants Hamilton, Mazzochi, Napolitano, and Bernstein
voted on, and the Board approved by their majority vote, a motion to authorize the Board to
request that the DuPage County State’s Attorney enforce a non-binding Illinois Attorney General
opinion, dated July 24, 2015, which opined that the Board’s approval of the third addendum to
Dr. Breuder’s Employment Contract partially violated the Open Meetings Act (“AG Opinion”).
A true and correct copy of the minutes from the August 20, 2015 Board meeting are attached
hereto as Exhibit I.
ANSWER: Defendant admits that the Board of Trustees passed a motion to authorize a request
that the DuPage County State’s Attorney enforce the Attorney General’s opinion on August 20,
2015 and that Trustees Frank Napolitano, Deanne Mazzochi, Kathy Hamilton, and Charles
Bernstein voted in favor of the motion. Defendant admits that Exhibit I purports to be a copy of
the minutes from the August 20, 2015 Board of Trustees meeting. Defendant further admits that
the Illinois Attorney General’s Office opined in its July 24, 2015, opinion that the Board of
Trustees violated the Illinois Open Meetings Act when it approved a third addendum to Plaintiff’s
employment contract with the Board of Trustees in 2011. Defendant lacks sufficient knowledge to
form a belief as to the truth of the remaining allegations in this paragraph, and these allegations
are therefore denied.
79.
On August 21, 2015, Defendant Hamilton wrote to the DuPage County State’s
Attorney requesting that the State’s Attorney issue a binding opinion enforcing the AG Opinion.
The purpose of the August 21, 2015 letter was to seek legal authority to void Dr. Breuder’s
Employment Contract and enable the Board to terminate Dr. Breuder’s employment without
cause or due process of the law. A true and correct copy of the draft letter approved by the Board
on August 20, 2015 is attached hereto as Exhibit J.

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ANSWER: Defendant admits that Kathy Hamilton sent a letter to the DuPage County State’s
Attorney and that Exhibit J purports to be a copy of that letter. Defendant denies the allegations in
this paragraph to the extent they summarize the contents of the letter. The letter is a written
document that speaks for itself. Defendant denies that the purpose of this letter was to enable it to
terminate Plaintiff’s employment without cause or due process of the law. Defendant lacks
sufficient knowledge to form a belief as to the truth of the remaining allegations in this paragraph,
and these allegations are therefore denied.
80.
On September 11, 2015, the State’s Attorney responded to the August 21 letter
and denied the Board’s request to enforce the AG Opinion. In denying the request, the State’s
Attorney provided a detailed analysis of the AG Opinion and the enforceability of actions made
in violation of the Open Meetings Act. Pursuant to controlling Illinois law, the State’s Attorney
determined that the third addendum to Dr. Breuder’s Employment Contract was not void due to
the violation stated in the AG Opinion. A true and correct copy of the State Attorney’s
September 11, 2015 letter is attached hereto as Exhibit K.
ANSWER: Defendant admits that the State’s Attorney responded to Ms. Hamilton on September
11, 2015, and that Exhibit K purports to be a copy of the response. Defendant denies the allegations
in this paragraph to the extent they summarize the contents of the letter. The letter is a written
document that speaks for itself. Defendant further denies that the State’s Attorney’s response was
made pursuant to controlling Illinois law.
81.
Nonetheless, on September 17, 2015, Defendants Hamilton, Mazzochi,
Napolitano, and Bernstein then voted on, and the Board approved by their majority vote, a
resolution to declare Dr. Breuder’s Employment Contract and all related agreements, including
the January 2015 Agreement, void ab initio. The Board’s resolution was not supported by any
contract provision, statute, or other legal authority. A true and correct copy of the Board’s
resolution to void Dr. Breuder’s employment agreements, excerpted from the packet for the
September 17, 2015 Board meeting, is attached hereto as Exhibit L.
ANSWER: Defendant admits that the Board passed a motion to declare Plaintiff’s employment
agreement void ab initio on September 17, 2015, and that Trustees Kathy Hamilton, Deanne
Mazzochi, Frank Napolitano, and Charles Bernstein voted in favor of the motion and that Exhibit

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L purports to be a copy of the Board’s resolution. Defendant denies the remaining allegations in
this paragraph.
82.
Immediately preceding the September 17 vote, Defendant Hamilton maliciously
commented to the public that Dr. Breuder’s employment agreements were an “outrage” and
“blatant” attempts to defy the voters. Defendant Hamilton also made several comments
signifying that Dr. Breuder had maliciously and unlawfully forced prior Boards into executing his
employment agreements. These statements were unreasonably, maliciously, and recklessly made
and had no basis in fact or law.
ANSWER: Defendant lacks sufficient knowledge to form a belief as to the truth of the allegations
in this paragraph and these allegations are therefore denied.
83.
Defendant Mazzochi also made similarly baseless comments prior to the vote.
Defendant Mazzochi defended the resolution as being supported by the opinions of the Attorney
General, the State’s Attorney, and several Illinois legislators who all believed that Dr. Breuder’s
employment agreements were void due to violations of the Open Meetings Act. Defendant
Mazzochi failed to inform the public that only one of Dr. Breuder’s employment agreements (the
third addendum) was opined to have violated the Open Meetings Act and that the State’s
Attorney informed the Board that the third addendum was not void due to that violation.
Defendant Mazzochi’s comments were knowingly and intentionally misleading and maliciously
made to rally public support against Dr. Breuder and in favor of the Board’s wrongful actions.
ANSWER: Defendant lacks sufficient knowledge to form a belief as to the truth of the allegations
in this paragraph and these allegations are therefore denied.
84.
At the time the Board voted on the resolution, Dr. Breuder remained on forced
administrative leave pursuant to Resolution No. 15-430-2, which prohibited Dr. Breuder from
vising the campus and, consequently, from attending any and all Board meetings. As a result, Dr.
Breuder was denied his right to be heard, either in person or in writing, on the legality or
appropriateness of the resolution. Dr. Breuder also was denied the right to clear his name of the
various accusations the Board made against him prior to voting on the resolution.
ANSWER: Defendant admits that Plaintiff was on administrative leave on September 17, 2015.
Defendant denies the remaining allegations in this paragraph.
85.
In addition to the actions described above, the Board proceeded to conduct sham
termination proceedings against Dr. Breuder. On August 20, 2015, Defendants Hamilton,
Mazzochi, Napolitano, and Bernstein voted on, and the Board approved by their majority vote, a
motion to authorize the Board to proceed with termination proceedings of Dr. Breuder. Exh. I.

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ANSWER: Defendant admits that a motion to authorize initiation of termination proceedings
against Plaintiff was passed by the Board of Trustees on August 20, 2015, and that Trustees Kathy
Hamilton, Deanne Mazzochi, Frank Napolitano, and Charles Bernstein voted in favor of the
motion. Defendant denies the remaining allegations in this paragraph.
86.
Prior to that vote, Board Trustee Dianne McGuire warned that the actions of
Defendants Hamilton, Mazzochi, Napolitano, and Bernstein with respect to Dr. Breuder lacked a
valid and legal basis. Trustee McGuire’s comments were based, in part, on discussions that had
taken place during the immediately preceding closed session of the Board. See id. Trustee
McGuire’s comments also are supported by a recording of a January 2015 closed session of the
Board, that was leaked to the public in July 2015, which reveals that the Board’s then-outside
counsel provided an advisory opinion on the legality of terminating Dr. Breuder and advised the
Board that there was no legal or factual basis to terminate Dr. Breuder.
ANSWER: Defendant lacks sufficient knowledge to form a belief as to the truth of the allegations
in this paragraph and these allegations are therefore denied.
87.
On September 17, 2015, Defendants Hamilton, Mazzochi, Napolitano, and
Bernstein voted on, and the Board approved by their majority vote, the appointment of Joseph A.
Morris to preside over the termination proceedings as the Hearing Officer. Due to controversy
over the appointment of Mr. Morris, on September 28, 2015, the Board voted on and approved
the appointment of a new Hearing Officer.
ANSWER: Defendant admits that a motion to appoint Joe Morris as an administrator appeal
hearing officer was passed at the September 17, 2015, Board of Trustees meeting and that Trustees
Kathy Hamilton, Deanne Mazzochi, Frank Napolitano, and Charles Bernstein voted in favor of the
motion. Defendant admits that a motion to appoint Judge David Coar as an administrator appeal
hearing officer was passed at the September 28, 2015, Board of Trustees meeting. Defendant
denies the remaining allegations in this paragraph.
88.
The Board’s appointment of a Hearing Officer was not intended to provide Dr.
Breuder the opportunity to be heard by an impartial tribunal. The Board’s resolution appointing a
Hearing Officer makes clear that Hearing Officer’s only role was to receive evidence during the
termination hearing. The Hearing Officer was not intended to have the right or ability to make a
recommendation to the Board or to provide any input on the termination decision, as that
decision was to remain solely in the hands of the Board. A true and correct copy of the Board’s
resolution appointing a hearing officer, excerpted from the packet for the September 28, 2015
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Board meeting, is attached hereto as Exhibit M.
ANSWER: Defendant admits that Exhibit M purports to be a copy of the Board’s resolution
appointing a hearing officer at the September 28, 2015 Board meeting. Defendant denies the
remaining allegations in this paragraph.
89.
In addition to the above, Defendants Hamilton, Mazzochi, Napolitano, and
Bernstein attempted to support their wrongful actions by making various false statements during
several public Board meetings between May and October 2015 that were intended to impugn Dr.
Breuder’s credibility, professionalism, and ethics. Such statements falsely charge with
mismanagement, misuse of public funds, fraudulent financial and business practices, and
corruption. These statements were made maliciously, with negligent and even reckless disregard
for their truth, and were not rationally related to the fulfillment of Defendants Hamilton,
Mazzochi, Napolitano, and Bernstein’s duties as Board trustees. These statements have been
recorded and posted on the Board’s website and have been reported upon by various media
outlets, including the Chicago Tribune and the Daily Herald.
ANSWER: Defendant lacks sufficient knowledge to form a belief as to the truth of the allegations
in this paragraph and these allegations are therefore denied.
The Board Terminated Dr. Breuder In Violation of His Contractual and Constitutional Rights
90.
The Board, led by Defendants Hamilton, Mazzochi, Napolitano, and Bernstein,
consciously and deliberately chose not to provide Dr. Breuder with a termination procedure or
hearing that complied with the terms of his Employment Contract or even with the basic
requirements of due process. In fact, despite the Board’s various resolutions indicating that Dr.
Breuder would be provided a hearing prior to his termination, the Board ultimately decided to
deny Dr. Breuder any hearing or meaningful opportunity to be heard prior to his termination.
ANSWER: Defendant denies the allegations in this paragraph.
91.
On August 27, 2015, nearly four months after being forced on administrative
leave, the Board sent Dr. Breuder a package of loose documents with a simple cover letter stating
that the Board’s attorneys could meet with Dr. Breuder the following week. The cover letter
provided no explanation of why the documents were being sent, what they represented, or even
why the Board’s attorneys wanted to meet with Dr. Breuder. A true and correct copy of the
August 27, 2015 letter is attached hereto as Exhibit N.
ANSWER: Defendant admits that Exhibit N purports to be a letter dated August 27, 2015.
Defendant denies the allegations in this paragraph to the extent they summarize the contents of the
letter. The letter is a written document that speaks for itself. Defendant denies the remaining
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allegations in this paragraph.
92.
On August 31, 2015, Dr. Breuder, through his legal counsel, responded to the
Board’s August 27 letter, requesting the reason for the proposed meeting and informing the
Board that Dr. Breuder could not meet with the Board’s attorneys the following week. A true and
correct copy of the August 31, 2015 letter is attached hereto as Exhibit O.
ANSWER: Defendant admits that Exhibit O purports to be a letter from Plaintiff’s legal counsel
dated August 31, 2015. Defendant denies the remaining allegations in this paragraph to the extent
they summarize the contents of the letter. The letter is a written document that speaks for itself.
93.

Dr. Breuder never received a response to his August 31 letter.

ANSWER: Defendant lacks sufficient knowledge to form a belief as to the truth of the allegations
in this paragraph and these allegations are therefore denied.
94.
On September 24, 2015, the Board sent Dr. Breuder a letter purporting to give
him notice of the charges upon which the Board would decide whether to proceed with his
termination. A true and correct copy of the September 24, 2015 letter is attached hereto as
Exhibit P.
ANSWER: Defendant admits that Exhibit P purports to be a letter to Plaintiff dated September
24, 2015. Defendant denies the remaining allegations in this paragraph to the extent they
summarize the contents of the letter. The letter is a written document that speaks for itself.
95.
On September 28, 2015, Dr. Breuder, through his legal counsel, responded to the
September 24 letter. Dr. Breuder objected to the Board’s conduct as being in violation of his due
process rights and in breach of the terms of his Employment Contract. Without waiving these
objections, Dr. Breuder informed the Board that he would participate in a termination hearing
and requested that he and the Board discuss a mutually agreeable date for such a hearing. A true
and correct copy of the September 28, 2015 letter is attached hereto as Exhibit Q.
ANSWER: Defendant admits that Exhibit Q purports to be a letter from Plaintiff to Chairman
Kathy Hamilton dated September 28, 2015. Defendant denies the remaining allegations in this
paragraph to the extent they summarize the contents of the letter. The letter is a written document
that speaks for itself.
96.

On October 1, 2015, the Board, through its legal counsel, responded to Dr.
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Breuder’s September 28 letter. The Board confirmed that it would not comply with the terms of
Dr. Breuder’s Employment Contract. The Board further stated that Dr. Breuder is not “entitle[d]
to the elements of due process.” The Board then stated that Dr. Breuder could provide a written
response to the Board’s charges and that the Board would consider this written response prior to
making its final decision. The Board’s letter ignored Dr. Breuder’s request to schedule a hearing
date. A true and correct copy of the October 1, 2015 letter is attached hereto as Exhibit R.
ANSWER: Defendant admits that Exhibit R purports to be a letter to Plaintiff dated October 1,
2015. Defendant denies the remaining allegations in this paragraph to the extent they summarize
the contents of the letter. The letter is a written document that speaks for itself.
97.
On October 5, 2015, Dr. Breuder, through his legal counsel, responded to the
October 1 letter. Dr. Breuder set forth his objections to the Board’s actions and urged the Board
to comply, at the very least, with his constitutional rights. Dr. Breuder requested that the Board
specify the procedure for the termination hearing, as it appeared from the October 1 letter that
Dr. Breuder would not be permitted to attend the hearing or to present evidence or witnesses to
refute the Board’s charges. Dr. Breuder further objected that if all Board trustees were permitted
to vote on Dr. Breuder’s termination, the Board’s action would violate Dr. Breuder’s right to be
heard by a fair and impartial tribunal. A true and correct copy of the October 5, 2015 letter is
attached hereto as Exhibit S.
ANSWER: Defendant admits that Exhibit S purports to be a letter from Plaintiff dated October 5,
2015. Defendant denies the remaining allegations in this paragraph to the extent they summarize
the contents of the letter. The letter is a written document that speaks for itself.
98.
On October 12, 2015, the Board, through its legal counsel, responded to the
October 5 letter. The Board’s response ignored all of the concerns and objections raised by Dr.
Breuder’s October 5 letter. The Board’s letter made clear that Dr. Breuder would not be
permitted to attend the Board’s hearing, if one even was intended to occur, and that Dr.
Breuder’s only opportunity to respond to or refute the Board’s charges would be through a
written letter that had to be sent by October 16, 2015. A true and correct copy of the October 12,
2015 letter is attached hereto as Exhibit T.
ANSWER: Defendant admits that Exhibit T purports to be a letter to Plaintiff’s legal counsel
dated October 12, 2015. Defendant denies the remaining allegations in this paragraph to the extent
they summarize the contents of the letter. The letter is a written document that speaks for itself.
99.
On October 16, 2015, Dr. Breuder, through his legal counsel, responded to the
October 12 letter. Dr. Breuder again stated his objections to the Board’s actions and urged the
Board to comply with his basic due process right to a fair hearing by an impartial tribunal. Dr.
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Breuder made clear that in light of the Board’s conduct, and especially the resolve of Defendants
Hamilton, Mazzochi, Napolitano, and Bernstein to terminate Dr. Breuder, the Board’s offer to
“consider a written response from Dr. Breuder prior to making a decision” was not meaningful
and did not comply with Dr. Breuder’s contractual or constitutional rights. A true and correct
copy of the October 16, 2015 letter is attached hereto as Exhibit U.
ANSWER: Defendant admits that Exhibit U purports to be a letter from Plaintiff’s legal counsel
dated October 16, 2015. Defendant denies the remaining allegations in this paragraph to the extent
they summarize the contents of the letter. The letter is a written document that speaks for itself.
100.
Not less than a few hours after the Board’s receipt of the October 16 letter, the
Board posted on its website a notice of special meeting to take place on October 20, 2015, at 6
p.m. The Board’s proposed agenda, which was simultaneously posted, included as the sole
substantive agenda item a “Resolution to Terminate the Employment of the College President.”
The resolution was attached to the agenda and included all the charges previously listed in the
Board’s September 24 letter. True and correct copies of the Board’s Meeting Notice and
Proposed Agenda are attached hereto as Exhibit V.
ANSWER: Defendant admits that Exhibit V purports to be the notice of meeting and agenda for
the October 20, 2015 special board meeting. Defendant admits that the notice and agenda were
posted to the Board’s website and that a resolution to terminate Plaintiff’s employment was
included on the meeting’s agenda. Defendant denies the allegations in this paragraph to the extent
that they summarize the contents of the agenda. The agenda is a written document that speaks for
itself. Defendant lacks sufficient knowledge to form a belief as to the truth of the remaining
allegations and these allegations are therefore denied.
101.
On October 20, 2015, Defendants Hamilton, Mazzochi, Napolitano, and Bernstein
voted on, and the Board approved by their majority vote, the “Resolution to Terminate the
Employment of the College President.” Board Trustee Diane McGuire voted against the
resolution. Board Trustees Erin Birt and Joseph Wozniak were absent. Contemporaneous with
the vote, Defendant Hamilton stated, “We promised to end fraud, waste and abuse at the College
of DuPage. By ending this chapter, this board has kept that promise."
ANSWER: Defendant admits that the Board passed a motion to approve the resolution to
terminate the employment of the college president at the October 20, 2015, Board of Trustees
meeting and that Trustees Charles Bernstein, Frank Napolitano, Deanne Mazzochi, and Kathy
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Hamilton voted in favor of the motion. Defendant admits that Trustees Erin Birt and Joseph
Wozniak were not present at the October 20, 2015, Board of Trustees meeting. Defendant lacks
sufficient knowledge to form a belief as to the truth of the remaining allegations and these
allegations are therefore denied.
102.
The Board’s termination of Dr. Breuder resulted in a deprivation of Dr. Breuder’s
property and liberty interests without due process of the law. The Board’s termination of Dr.
Breuder was also in violation of the January 2015 Agreement and his Employment Contract.
ANSWER: Defendant states that the allegations in this paragraph constitute legal conclusions for
which no answer is required. To the extent an answer is required, Defendant denies all of the
allegations in this paragraph.
103.
As set forth above, at no time prior to October 20, 2015, did the Board offer Dr.
Breuder a hearing or a meaningful opportunity to respond to or refute the charges underlying Dr.
Breuder’s termination. In fact, despite the various Board resolutions that suggested that a hearing
would take place, the Board denied Dr. Breuder’s requests for a hearing. That denial occurred
despite the fact that the Board, through the actions of Defendants Hamilton, Mazzochi,
Napolitano, and Bernstein, had publicly accused Dr. Breuder of unprofessional, unethical, and
even criminal conduct during its sham “termination proceedings” and prior to his termination.
ANSWER: Defendant denies that it did not offer Plaintiff a meaningful opportunity to respond to
or refute the charges underlying his termination and denied Plaintiff’s requests for a hearing.
Defendant lacks sufficient knowledge to form a belief as to the truth of the remaining allegations
and these allegations are therefore denied.
104.
The Board also denied Dr. Breuder of his right to have his termination decided by a
fair and impartial tribunal. Despite the very clear bias of Defendants Hamilton, Mazzochi,
Napolitano, and Bernstein, all Board trustees were permitted to vote on Dr. Breuder’s
termination. The only Board trustees to vote in favor of Dr. Breuder’s termination were Defendants
Hamilton, Mazzochi, Napolitano, and Bernstein.
ANSWER: Defendant admits that all Board trustees were permitted to vote on Plaintiff’s
termination and that Trustees Kathy Hamilton, Deanne Mazzochi, Frank Napolitano, and Charles
Bernstein voted in favor of the termination. Defendant denies the remaining allegations in this

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paragraph.
105.
The Board’s termination of Dr. Breuder was arbitrary, capricious, and
unreasonable under the circumstances. Defendants Hamilton, Mazzochi, Napolitano, and
Bernstein had decided to wrongfully terminate Dr. Breuder long before October 20, 2015, based
solely on their personal interests and political agendas. The charges outlined in the Board’s
September 24 letter and October 20 resolution are baseless and nothing more than pretext for
Defendants Hamilton, Mazzochi, Napolitano, and Bernstein’s predetermination to terminate Dr.
Breuder.
ANSWER: Defendant denies the allegations in this paragraph.

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COUNT I
DUE PROCESS VIOLATION
(Property Interest)
106.
Plaintiff incorporates by reference paragraphs 1 through 105 of this Complaint as
paragraph 106 of Count I of this Complaint.
ANSWER: Defendant incorporates its answer to each of the foregoing allegations in this
Complaint.
107.
Pursuant to the January 2015 Agreement, the Employment Contract, and Board
policies, Dr. Breuder has a property interest and present entitlement in his employment as the
President of the College of DuPage.
ANSWER: Defendant states that the allegations in this paragraph constitute legal conclusions for
which no answer is required. To the extent an answer is required, Defendant denies the allegations
in this paragraph.
108.
Dr. Breuder also has a property interest and entitlement to certain compensation
and benefits, including deferred compensation, an agreed upon lump sum payment to be paid
upon Dr. Breuder’s retirement from the College of DuPage, and other retirement benefits
conferred through the January 2015 Agreement and Employment Contract.
ANSWER: Defendant states that the allegations in this paragraph constitute legal conclusions for
which no answer is required. To the extent an answer is required, Defendant denies the allegations
in this paragraph.
109.
Under the Fourteenth Amendment to the United States Constitution, Dr. Breuder
cannot be deprived of these interests without adequate due process protections, including notice of
the charges against him, notice of the evidence upon which the charges will be based, and a chance
to present witnesses and confront adverse evidence at fair hearing before an impartial tribunal.
ANSWER: Defendant states that the allegations in this paragraph constitute legal conclusions for
which no answer is required. To the extent an answer is required, Defendant denies the allegations
in this paragraph.
110. Dr. Breuder was entitled to the full range of due process protections prior to his
termination because the State of Illinois does not provide adequate post-termination procedures
for a person in Dr. Breuder’s position. The only state remedy available to Dr. Breuder is a
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common law writ of certiorari or breach of contract action. A common law writ of certiorari is
inadequate here since the Board denied Dr. Breuder a pre-termination hearing.
ANSWER: Defendant states that the allegations in this paragraph constitute legal conclusions for
which no answer is required. To the extent an answer is required, Defendant denies the allegations
in this paragraph.
111. The Board has deprived Dr. Breuder of his property rights without due process
through at least the following actions:
a.

placing Dr. Breuder on forced administrative leave, thereby revoking his right to
act as President of the College of DuPage, without providing Dr. Breuder
adequate notice, a reasonable basis for the decision, or an opportunity to be heard;

b.

declaring Dr. Breuder’s Employment Contract and the January 2015 Agreement
void ab initio, without providing Dr. Breuder adequate notice, a reasonable basis
for the decision, or an opportunity to be heard;

c.

publicly announcing the Board’s intention to terminate Dr. Breuder based on false
charges of unprofessional, unethical, and even criminal conduct without first
providing notice of those charges or an opportunity to refute those charges;

d.

voting on a resolution to conduct a sham and pre-textual termination hearing;

e.

denying Dr. Breuder’s requests for a pre-termination hearing that complied with
Dr. Breuder’s due process rights;

f.

denying Dr. Breuder any meaningful opportunity to be heard or to respond to the
Board’s charges prior to his termination;

g.

permitting all Board trustees, including trustees who are biased and prejudiced
toward Dr. Breuder, to vote on Dr. Breuder’s termination;

h.

basing Dr. Breuder’s termination on charges that are pre-textual, unsubstantiated,
and which do not provide cause for his termination.

ANSWER: Defendant states that the allegations in this paragraph constitute legal conclusions for
which no answer is required. To the extent an answer is required, Defendant denies the allegations
in this paragraph.
112. The Board’s actions in terminating Dr. Breuder have deprived him of adequate
notice of the evidence upon which the charges against him are based, a chance to present
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witnesses and evidence at a hearing to refute the charges against him, and the right to be heard
by and have his termination decided by an impartial tribunal.
ANSWER: Defendant denies the allegations in this paragraph.
113. The Board’s decision to terminate Dr. Breuder was arbitrary, capricious, and
unreasonable under the circumstances. Defendants Hamilton, Mazzochi, Napolitano, and
Bernstein’s decision to terminate Dr. Breuder was malicious, had no reasonable basis in fact, and
was motivated solely by their personal interests and political agendas.
ANSWER: Defendant denies the allegations in this paragraph.
114. Defendants Hamilton, Mazzochi, Napolitano, and Bernstein are not entitled to
qualified immunity as they acted to deny Dr. Breuder of his constitutional rights while knowing
that such rights were owed to Dr. Breuder under clearly established law. Specifically, Defendants
knew that Dr. Breuder was entitled, at the very least, to the opportunity to be heard by and to
have his termination decided by an impartial tribunal.
ANSWER: Defendant denies the allegations in this paragraph.
115. As a result of Defendants violation of Dr. Breuder’s due process rights, Dr.
Breuder has suffered substantial injury, including but not limited to the following:
a.

Dr. Breuder has been denied the full value of his Employment Contract and the
January 2015 Agreement.

b.

Dr. Breuder will be unable to find or obtain alternative employment opportunities,
such as professional consulting engagements or interim presidential appointments.

c.

Dr. Breuder has suffered extreme embarrassment and humiliation, both personally
and professionally, and has experienced acute emotional distress.

ANSWER: Defendant denies the allegations in this paragraph.
116. Dr. Breuder is entitled to damages to compensate him for the actual and
threatened injuries that have resulted or will result from Defendants’ actions described above.
Dr. Breuder also is entitled to punitive damages from the individual defendants for their
malicious, wanton, and unreasonable conduct.
ANSWER: Defendant denies the allegations in this paragraph.

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COUNT II
DUE PROCESS VIOLATION
(Liberty Interest)
117. Plaintiff incorporates by reference paragraphs 1 through 116 of this Complaint as
paragraph 117 of Count II of this Complaint.
ANSWER: Defendant incorporates its answer to each of the foregoing allegations in this
Complaint.
118. Under the Fourteenth Amendment to the United States Constitution, Dr. Breuder
has a liberty interest in employment in a chosen profession and the state cannot deprive Dr.
Breuder of that interest without due process. The Board has deprived Dr. Breuder of his
occupational liberty interests without due process.
ANSWER: Defendant states that the allegations in this paragraph constitute legal conclusions for
which no answer is required. To the extent an answer is required, Defendant denies the allegations
in this paragraph.
119. Defendants Hamilton, Mazzochi, Napolitano, and Bernstein have made false,
slanderous, and stigmatizing statements about Dr. Breuder’s professional, ethical, and even
moral conduct. Defendants Hamilton, Mazzochi, Napolitano, and Bernstein’s statements are not
supported by fact and have been made solely for personal and political reasons.
ANSWER: Defendant denies the allegations in this paragraph.
120. Defendants Hamilton, Mazzochi, Napolitano, and Bernstein have made these
statements publicly and in their official capacity as elected members of the Board. Defendants
Hamilton, Mazzochi, Napolitano, and Bernstein’s statements are not protected by any privileges
or immunities.
ANSWER: Defendant denies the allegations in this paragraph.
121. Dr. Breuder’s liberty interests have been implicated as a result of Defendants
Hamilton, Mazzochi, Napolitano, and Bernstein’s statements as such statements were made both
prior and contemporaneous to actions taken by the Board with respect to Dr. Breuder’s
employment. Such employment actions were taken against Dr. Breuder without first permitting
Dr. Breuder a meaningful opportunity to clear his name of Defendants Hamilton, Mazzochi,
Napolitano, and Bernstein’s stigmatizing statements.
ANSWER: Defendant denies the allegations in this paragraph.
122.

Dr. Breuder has suffered a loss of professional opportunities central to his
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profession as a result of Defendants Hamilton, Mazzochi, Napolitano, and Bernstein’s
stigmatizing statements and the Board’s resulting actions against Dr. Breuder. Dr. Breuder has
been denied speaking engagements, consultation opportunities, and awards.
ANSWER: Defendant denies the allegations in this paragraph.
123. The actions taken by Defendants against Dr. Breuder have been so malicious and
widely published that it is virtually certain that Dr. Breuder will be unable to find alternative
employment, such as consulting opportunities or interim presidential appointments, or to engage
in activities central to his profession.
ANSWER: Defendant denies the allegations in this paragraph.
124. Dr. Breuder is entitled to damages to compensate him for the actual and
threatened injuries that have resulted or will result from the Defendants’ actions described above.
Dr. Breuder also is entitled to punitive damages from the individual defendants for their
malicious and unreasonable conduct.
ANSWER: Defendant denies the allegations in this paragraph.
C O U N T I I I
CONSPIRACY
Against Individual Defendants Only
125. Plaintiff incorporates by reference paragraphs 1 through 124 of this Complaint as
paragraph 125 of Count III of this Complaint.
ANSWER: The allegations in this paragraph are directed toward the individual defendants, not
the Board of Trustees, and therefore an answer is not required.
126. Defendants Hamilton, Mazzochi, Napolitano, and Bernstein agreed or reached a
mutual understanding to take control of the Board through the April 2015 public election and
then to terminate Dr. Breuder in violation of his contractual and constitutional rights.
ANSWER: The allegations in this paragraph are directed toward the individual defendants, not
the Board of Trustees, and therefore an answer is not required.
127. Defendants Hamilton, Mazzochi, Napolitano, and Bernstein acted in furtherance of
that conspiracy by campaigning on a spurious “reformist” platform that was based on
malicious and false accusations that Dr. Breuder had committed fraud, abuse, waste, and
corruption while President of the College of DuPage. Such false and malicious accusations were
knowingly and intentionally made to garner public support for Defendants Hamilton, Mazzochi,
Napolitano, and Bernstein and against Dr. Breuder.
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ANSWER: The allegations in this paragraph are directed toward the individual defendants, not
the Board of Trustees, and therefore an answer is not required.
128. Defendants Hamilton, Mazzochi, Napolitano, and Bernstein further pursued their
conspiracy by agreeing to conduct sham termination proceedings against Dr. Breuder and by
agreeing to misrepresent and distort the results and findings of those proceedings to the public in
a manner to further vilify Dr. Breuder and to rally public support for their wrongful actions.
ANSWER: The allegations in this paragraph are directed toward the individual defendants, not
the Board of Trustees, and therefore an answer is not required.
129. Defendants Hamilton, Mazzochi, Napolitano, and Bernstein perfected their
conspiracy by agreeing to deny Dr. Breuder any meaningful opportunity to be heard or to defend
himself against Defendants Hamilton, Mazzochi, Napolitano, and Bernstein’s malicious and
false accusations, and then to terminate Dr. Breuder in violation of his contractual and
constitutional rights.
ANSWER: The allegations in this paragraph are directed toward the individual defendants, not
the Board of Trustees, and therefore an answer is not required.
130. In entering into and carrying out their conspiracy, Defendants Hamilton,
Mazzochi, Napolitano, and Bernstein’s sole motivation was to further their own personal and
political interests, specifically by vilifying the former administration of the College and
posturing themselves as saviors of the College and District 502 taxpayers.
ANSWER: The allegations in this paragraph are directed toward the individual defendants, not
the Board of Trustees, and therefore an answer is not required.
131. As a direct and proximate result of Defendants Hamilton, Mazzochi, Napolitano,
and Bernstein’s conspiracy, Dr. Breuder was denied rights guaranteed to him under the
Fourteenth Amended to the United States Constitution. Dr. Breuder also has sustained damages,
including the loss of certain income and benefits, irreparable damage to his personal and
professional reputation, and acute emotional distress.
ANSWER: The allegations in this paragraph are directed toward the individual defendants, not
the Board of Trustees, and therefore an answer is not required.
132. Dr. Breuder is entitled to damages to compensate him for the actual and
threatened injuries that have resulted or will result from Defendants Hamilton, Mazzochi,
Napolitano, and Bernstein’s actions described above. Dr. Breuder also is entitled to punitive
damages from Defendants Hamilton, Mazzochi, Napolitano, and Bernstein for their malicious
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and unreasonable conduct.
ANSWER: The allegations in this paragraph are directed toward the individual defendants, not
the Board of Trustees, and therefore an answer is not required.
COUNT IV
BREACH OF CONTRACT
Against Defendant Board Only
133. Plaintiff incorporates by reference paragraphs 1 through 132 of this Complaint as
paragraph 133 of IV of this Complaint.
ANSWER: Defendant incorporates its answer to each of the foregoing allegations in this
Complaint.
134. On November 18, 2008, Dr. Breuder and the Board executed an Employment
Contract, attached hereto as Exhibit A, by which it was agreed that Dr. Breuder would serve as
President of the College of DuPage from January 1, 2009 through June 30, 2012. In exchange for
Dr. Breuder’s service to the College of DuPage, the Board agreed to compensate Dr. Breuder and
provide other benefits as set forth in the Employment Contract.
ANSWER: Defendant denies the allegations in this paragraph to the extent they quote, summarize
or characterize the contents of a written document. The document speaks for itself. Defendant
admits that Plaintiff was employed as the College President beginning in January 1, 2009, and that
in exchange for his service, he was paid a salary and provided other benefits. Defendant denies the
remaining allegations in this paragraph.
135. At various points throughout Dr. Breuder’s tenure as President of the College of
DuPage, the Board approved the extension of the Employment Contract. In or around March 7,
2014, the majority of the Board approved an extension of the Employment Contract to June 30,
2019.
ANSWER: Defendant admits that Plaintiff’s employment was extended on more than one
occasion. Defendant lacks sufficient information to form a belief as to the truth of the remaining
allegations in this paragraph.
136. On January 28, 2015, Dr. Breuder and the Board executed a separate agreement
governing Dr. Breuder’s employment with the College of DuPage. Pursuant to the January 2015
Agreement, attached hereto as Exhibit C, Dr. Breuder agreed, in relevant part, to continue to
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serve as President of the College of DuPage until March 30, 2016, on which date he would retire.
In exchange, the Board agreed, in relevant part, to provide Dr. Breuder a lump sum payment
upon his early retirement. The January 2015 Agreement incorporated all terms of the
Employment Contract not superseded by the January 2015 Agreement.
ANSWER: Defendant denies that Exhibit C is a true and correct copy of a fourth addendum to
Plaintiff’s employment agreement. Defendant lacks sufficient knowledge to form a belief as to the
truth of the remaining allegations in this paragraph, and these allegations are therefore denied.
137. The Board has committed numerous breaches of the January 2015 Agreement,
and the incorporated provisions of the Employment Contract, by at least the following actions:
placing Dr. Breuder on forced administrative leave and revoking his right to act as President of
the College in bad faith and in contravention of the terms of the January 2015 Agreement, the
Employment Contract, Board policies, and the law;
a.

unilaterally declaring the January 2015 Agreement and the Employment Contract
void ab initio in contravention of the terms of the January 2015 Agreement, the
Employment Contract, Board policies, and the law;

b.

willingly and knowingly failing to comply with the termination provisions of Dr.
Breuder’s Employment Contract;

c.

terminating Dr. Breuder without cause and based solely on the personal interests
and political agendas of Defendants Hamilton, Mazzochi, Napolitano, and
Bernstein;

d.

denying Dr. Breuder of all rights conferred in the January 2015 Agreement and
Employment Contract based solely on the personal interests and political agendas
of Defendants Hamilton, Mazzochi, Napolitano, and Bernstein.

ANSWER: Defendant denies the allegations in this paragraph.
138. At all times relevant hereto, Dr. Breuder has fully performed his duties
as President of the College of DuPage. Dr. Breuder also has performed all other obligations
set forth in the January 2015 Agreement and Employment Contract. Dr. Breuder is willing,
ready, and fully able to continue to perform his duties as President of the College of DuPage for
the duration of the January 2015 Agreement.
ANSWER: Defendant denies the allegations in this paragraph.
139. As a direct and proximate result of the Board’s breaches, Dr. Breuder has
sustained damages, including the loss of certain income and benefits, irreparable damage to his
personal and professional reputation, and acute emotional distress.
ANSWER: Defendant denies the allegations in this paragraph.
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140. Dr. Breuder is entitled to damages to compensate him for the actual and
threatened injuries that have resulted or will result from the Board’s actions described above.
ANSWER: Defendant denies the allegations in this paragraph.

C O U N T
V
TORTIOUS INTERFERENCE WITH CONTRACT
Against Individual Defendants Only
No answer is required as Count V was dismissed with prejudice. See DE 100 at 20.

C O U N T
V I
DEFAMATION
Against Individual Defendants Only
147. Plaintiff incorporates by reference paragraphs 1 through 146 of this Complaint as
paragraph 147 of Count VI of this Complaint.
ANSWER: The allegations in this paragraph are directed toward the individual defendants, not
the Board of Trustees, and therefore an answer is not required.
148. Defendants Hamilton, Mazzochi, Napolitano, and Bernstein acted recklessly and,
at times, with actual malice in making false and defamatory statements to the public regarding
Dr. Breuder. Defendants Hamilton, Mazzochi, Napolitano, and Bernstein’s statements have
implicated Dr. Breuder in unprofessional, unethical, and even criminal conduct.
ANSWER: The allegations in this paragraph are directed toward the individual defendants, not
the Board of Trustees, and therefore an answer is not required.
149. Defendants Hamilton, Mazzochi, Napolitano, and Bernstein made defamatory
statements against Dr. Breuder while knowing the statements were false or while negligently
failing to ascertain the truth and validity of the statements.
ANSWER: The allegations in this paragraph are directed toward the individual defendants, not
the Board of Trustees, and therefore an answer is not required.
150. Defendants Hamilton, Mazzochi, Napolitano, and Bernstein’s defamatory
statements are not protected by any absolute privileges, as their conduct was motivated solely by
personal and political interests and was not reasonably related or necessary to the fulfillment of
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their official duties.
ANSWER: The allegations in this paragraph are directed toward the individual defendants, not
the Board of Trustees, and therefore an answer is not required.
151. As a result of Defendants Hamilton, Mazzochi, Napolitano, and Bernstein’s
actions, Dr. Breuder has experienced severe and irreparable damage to his personal and
professional reputation. Dr. Breuder has been denied professional speaking engagements,
consultation opportunities, and awards due to Defendants Hamilton, Mazzochi, Napolitano, and
Bernstein’s actions.
ANSWER: The allegations in this paragraph are directed toward the individual defendants, not
the Board of Trustees, and therefore an answer is not required.
152. Dr. Breuder is entitled to damages to compensate him for the actual and
threatened injuries that have resulted or will result from Defendants Hamilton, Mazzochi,
Napolitano, and Bernstein’s actions described above. Dr. Breuder also is entitled to punitive
damages from Defendants Hamilton, Mazzochi, Napolitano, and Bernstein for their malicious
and unreasonable conduct.
ANSWER: The allegations in this paragraph are directed toward the individual defendants, not
the Board of Trustees, and therefore an answer is not required.
PRAYER FOR RELIEF
WHEREFORE, Dr. Breuder respectfully requests that this Court:
A. Award compensatory damages to Dr. Breuder for Defendants’ violations of Dr.
Breuder’s constitutional and common law rights described above;
B. Award punitive to Dr. Breuder from Defendants Hamilton, Mazzochi, Napolitano,
and Bernstein for their violations of Dr. Breuder’s constitutional and common law
rights described above;
C. Award compensatory damages to Dr. Breuder for Defendant Board’s breaches of the
January 2015 Agreement and the Employment Contract described above;
D. Award compensatory and punitive damages to Dr. Breuder from Defendants
Hamilton, Mazzochi, Napolitano, and Bernstein for their intentional interference with
Dr. Breuder’s contractual rights;
E. Award compensatory and punitive damages to Dr. Breuder resulting from Defendants
Hamilton, Mazzochi, Napolitano, and Bernstein’s defamation of Dr. Breuder;
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F. Award costs and attorneys’ fees to Dr. Breuder; and
G. Award all other relief as the Court finds just and equitable.
ANSWER: Defendant denies the allegations contained in this paragraph.
DEFENDANT BOARD OF TRUSTEES’ AFFIRMATIVE DEFENSES
1. To the extent Plaintiff has failed to mitigate any alleged damages, any recovery must be
correspondingly reduced.
2. Plaintiff’s claims are barred, in whole or in part, because Plaintiff’s contract was void ab
initio because the contract extended beyond the term of the then existing board of trustees.
3. Plaintiff’s claims are barred, in whole or in part, because Plaintiff’s contract was void ab
initio because the supermajority termination provision in the contract was unlawful.
4. Plaintiff’s claims are barred, in whole or in part, because Plaintiff’s contract was void ab
initio because the provision in the agreement that extended the length of Plaintiff’s contract
violated the Illinois Open Meetings Act.
5. Plaintiff’s claims are barred, in whole or in part, because Plaintiff engaged in misconduct
and mismanagement that constituted cause to terminate his employment.
6. Plaintiff’s claims are barred, in whole or in part, because there was fraud in the inducement
of Plaintiff’s retirement package with the Defendant.
7. Plaintiff’s claims are barred, in whole or in part, to the extent that his employment
agreement and all addenda thereto lacked adequate consideration, the then-Board lacked the
capacity to enter into those instruments for the duration stated, its terms were unconscionable,
and/or were entered into by means of fraudulent inducement or misrepresentation.
8. Plaintiff’s claims are barred, in whole or in part, by the doctrines of waiver, estoppel, unjust
enrichment, unclean hands, and other equitable considerations.
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9. Plaintiff’s claims are barred, in whole or in part, because he failed to exhaust his
administrative remedies.
COUNTERCLAIMS
Defendant Board of Trustees of Community College District 502, DuPage County, Illinois,
by and through its counsel, Drinker Biddle & Reath, LLC, brings these counterclaims against
Plaintiff, Robert L. Breuder, and states as follows:
I.

INTRODUCTION
1.

Robert Breuder served as President of the College of DuPage from January

1, 2009, through October 2015. During that time, Breuder oversaw an era of waste, fraud, and
abuse at the College that caused real harm to the College and, in many cases, direct benefits to
Breuder and those close to him. For years, Breuder ran the College like his own private enterprise,
rather than as a taxpayer-funded, public institution. While President, Breuder focused his attention
on buildings, landscaping, and other amenities that benefited him and those with whom he was
close; in the process, he neglected many of the nuts-and-bolts of College administration. Breuder
and his friends spent lavishly at the fancy restaurant he ordered built within months of his arrival
on campus. He then had the College pick up the tab. His expensive taste was not limited to the
food and wine he frequently consumed at the restaurant he had built. Breuder oversaw reckless
spending in multiple areas of the College, usually without any regard for competitive bidding or
other good government principles designed to protect the public fisc.
2.

Ultimately, Breuder’s poor choices led to a cascade of crises, including a no

confidence vote by the College faculty; a critical audit by the Illinois Auditor General of the
College’s practices during the Breuder era; and perhaps, most gravely, a decision by the Higher
Learning Commission to put the College’s accreditation on probation after closely scrutinizing the
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actions of the Breuder administration. Compounding the damaging effect of Breuder’s missteps,
local and national media reported widely and negatively on the College, causing significant and
lasting damage to the College’s reputation. To top it off, on his way out the door, Breuder refused
to comply with investigations of his misconduct and instead destroyed evidence.
3.

Therefore, to hold Breuder accountable for the serious harm he caused, the

College is compelled to bring these counterclaims for damages.
II.

JURISDICTION AND VENUE
4.

This Court has jurisdiction over the College’s state-law claims pursuant to

28 U.S.C. § 1367, because they are related to the federal claims brought by the Plaintiff and form
part of the same case or controversy.
5.

Venue is proper in this district pursuant to 28 U.S.C. § 1391(b), because the

events giving rise to the claims occurred in this district.
III.

THE PARTIES
6.

Upon information and belief, Plaintiff Robert Breuder is a resident of the

Village of Lake Barrington, Illinois.
7.

Defendant Board of Trustees of Community College District No. 502,

DuPage County, Illinois, is a body politic and corporate organized under the Illinois Public
Community College Act. It does business in the Northern District of Illinois.
IV.

FACTUAL ALLEGATIONS
The College of DuPage
8.

The College was created on September 25, 1967, and grew substantially

through the years. In the 1990’s, the College became the largest single-campus community college
in the United States – a distinction it held through 2003. The College remains the largest

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community college in Illinois and one of the ten largest community colleges in the country. For
decades, the College has ranked as one of the country’s finest community colleges.
9.

The College’s district has also grown significantly over the years. Outside

of Chicago, the College’s district serves the largest population in Illinois. Its boundaries include
parts of Cook and Will counties, in addition to a majority of DuPage County. The College offers
82 total degree programs in 42 different career and technical subject areas. The College also offers
close to 178 certificates in 53 different career and technical subject areas.
10.

In 2003, Dr. Sunil Chand became the College’s fourth President.

Throughout 2004 and 2005, Dr. Chand launched major initiatives for the College’s academic
accreditation through the AQIP quality improvement process. Dr. Chand also oversaw the
conversion of the curriculum from quarters to semesters, commencing with the Fall 2005 semester.
Under Dr. Chand’s watch, the College received a maximum seven year accreditation from the
North Central Association of Colleges and Schools Commission on Institutions of Higher
Education. Dr. Chand also shepherded a significant building campaign at the College initiated
after voters approved a $183 million bond issue in 2002. Despite all of these successes, Dr. Chand
was asked to resign by the Board in 2008. When he left Dr. Chand was earning a base salary of
approximately $197,000 per year.

President Breuder’s Contract
11.

On January 1, 2009, Dr. Breuder became the fifth President of the College.

His original employment agreement purported to expire on June 30, 2012. It called for an annual
salary of $249,000, an automobile allowance of $700 per month, a professional development
stipend of $700 per month, 25 days paid vacation, five paid personal days, a housing allowance of
$1,500 per month, a retirement investment allowance of $2,075 per month, life insurance of

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$500,000, and reimbursement of reasonable moving expenses to the extent Breuder needed to
relocate into the College’s district.
12.

The contract also called for the automatic extension of Breuder’s

employment by one year unless either Breuder or the College provided written notice of its
intention to terminate the Agreement at the end of the then-current Agreement term. The purported
contract went further, stating:
The President will notify in writing the Chairperson of the Board by
February 1 of each such year that failure of the Board to give the President
notice of intent not to extend the Agreement will extend this Agreement one
(1) additional year. The failure of the President to give the written reminder
notice to the Chairperson of the Board waives the obligation of the Board
hereunder to give its written notice of intent by March 15. The Board’s
notice need not be acted upon publicly, but authorization to give such notice
will be recorded in the closed session minutes of the Board.
13.

On April 16, 2009, after three new members of the Board of Trustees had

been voted into office but before they took their seats, the lame duck Board purported to extend
Breuder’s contract an additional three years to June 30, 2015. The effect of that purported action
was to deny the newly elected trustees any opportunity to act on Breuder’s contract during their
entire six year time on the Board. At the time, Breuder had served as President less than four
months. He had been in office 106 days. In addition, the lame duck board awarded Breuder a
$6,000 per month contribution into a non-qualified deferred compensation plan, retroactive to
January 1, 2009.
14.

On June 22, 2010 – less than one and a half years into his employment –

Breuder was awarded an additional benefit. He purportedly became eligible for an annual “Respite
and Renewal Leave” of up to 12 days each year between the end of the Spring Semester and the
beginning of the Fall Semester.

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15.

On July 12, 2011, the Board purported to extend Breuder’s contract to June

16.

On October 20, 2015, Dr. Breuder was fired as President of the College as

30, 2016.

a result of his poor stewardship.
President Breuder’s Responsibilities
17.

Breuder’s responsibilities as President were to serve as the Chief Executive

Officer of the College. His responsibilities included to
have charge of the administration of the College under policies established
by the Board, direct and assign, place and transfer all employees in
accordance with Board policy and organize and administer the affairs of the
College as best serves the College consistent with Board policy while
exercising his reasonable discretion.
18.

The College’s Administrative Policy 15-205 spelled out other of the

President’s responsibilities, which included the following:
The primary responsibility of the President is to provide the leadership that
enables the College to establish and achieve to the extent possible its
philosophy, mission and vision, and goals as approved by the Board of
Trustees in accordance with applicable provisions of the Illinois Public
Community College Act, 110 ILCS 805/1 et seq. The specific duties of the
President directly relate to the internal operation of the College and the
College community at large. The President may delegate responsibilities as
appropriate.
The President is responsible to the Board of Trustees for preparing,
recommending, and executing Board policies, and for implementing the
procedures in support of these policies.
The President may delegate responsibility as deemed appropriate.
The President will:
1.

Conduct strategic planning activities, including coordinating the
development and execution of a strategic long range plan.

2.

Identify the educational needs of the College and develop programs and
curricula to meet those needs.
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3.

Review and evaluate College programs, services and employee
performance on a continuing basis.

4.

Recommend personnel actions including employment, retention and
dismissal of employees to the Board, unless the Board has conferred the
authority to the President.

5.

Direct the financial and physical operations of the College.

6.

Maintain accreditation from the Higher Education Commission of the North
Central Association of Colleges and Schools.

7.

Prepare and submit reports required by local, state and national agencies.

8.

Direct and coordinate aspects of student life and development.

9.

Provide leadership to College personnel by maintaining a high degree of
professionalism, implementing sound and just policies, and promoting
employee morale.

The President will make reasonable effort to influence the attitude of the community
toward the College and to maintain the good will of the various constituencies in the
College District.
See Administrative Policy 15-205 (2009 ed.), attached hereto as Exhibit A.
19.

Breuder had a fiduciary duty to the College. He owed the College his utmost

candor, care, loyalty, and good faith at all times.
Breuder’s Construction Campaign
20.

Breuder began his term with an aggressive new building campaign, making

plans to erect new buildings within months of arriving on campus. Those buildings included the
Culinary Institute and the Homeland Security Center.
21.

The Culinary Institute and the Homeland Security Center were just the

beginning. During his time at the College, Breuder spent over half a billion dollars on construction
at the College. This was on top of the hundreds of millions that had been spent at the College by
his predecessor to refurbish the College. It was also at a time when Breuder was overseeing tuition
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increases and significant cost-cutting at the College. In fact, between 2009 and 2015 tuition during
the Breuder-era rose approximately 30%. Since Breuder has left the College, tuition has generally
decreased.
22.

Breuder’s construction campaign was filled with waste, favoritism, and

23.

Breuder did not undertake any bid process to choose the architects and

excess.

general contractors for the Culinary Institute, or the Homeland Security Center, and he generally
followed that same practice throughout his spending of over a half billion dollars. Breuder was
neither an architect nor a contractor. Nevertheless, Breuder personally selected the architects and
general contractors for both the Culinary Institute and the Homeland Security Center, and that
remained his practice throughout his time at the College.
24.

Breuder had other favored vendors who he personally selected for projects

without soliciting bids, or considering cost, or comparing performance against other potential
vendors. Breuder’s friend, Carla Burkhart, was among those who benefited from Breuder’s
favoritism. Breuder steered multiple contracts to Burkhart and her business, Herricane Graphics.
When complaints were raised about her performance by College personnel, Breuder would often
arbitrate the disputes and side with Burkhart. As he did with other favored vendors, Breuder hosted
Burkhart for costly meals at the Waterleaf and expensive outings to Max McGraw, a private
hunting club of which he was a member. He billed the College (and, at times, its fundraising arm,
the Foundation) for all of it. Just a few examples: in March 2012, Breuder hosted Burkhart and the
College’s then-attorney at Max McGraw at a cost of close to $1200 paid for by the Foundation;
and in March 2014, Breuder hosted Burkhart again at Max McGraw with others for a total cost of
close to $1300 charged to the Foundation. Charging the College and Foundation for such

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excursions – to the extent they were discussing business – was an example of Breuder’s waste and
failure to safeguard the College’s funds. No reason existed why the College’s business could not
have been conducted in the President’s office or at an on-campus coffee shop or at some other
inexpensive location.
25.

Breuder also awarded contracts to those who donated to the College. For

instance, a PAC he ordered set up to help persuade voters to pass the 2010 bond referendum
received donations from architects, general contractors, and others who received contracts from
the College. Breuder also awarded contracts to many architects, general contractors, and others
who served on the College’s Foundation. These links -- together with Breuder’s penchant for
eschewing Requests for Proposal or competitive bids that are otherwise standard in the industry - created a culture of “pay to play” at the College. In a similar vein, Breuder became involved in
the Lincoln Foundation and expended College funds and time on Lincoln Foundation events.
Breuder then caused the College to pay for the Lincoln Foundation to pay for a review of the
College, without telling the College of his own ties to the Lincoln Foundation. Critical media
coverage of these practices caused further embarrassment to the College and, ultimately, was one
of the reasons outside examinations of the College by the Illinois Auditor General and the Higher
Learning Commission occurred.
26.

Breuder micro-managed the construction projects he initiated. Breuder’s

oversight of construction extended to his demand that he personally approve every change order
on construction jobs. As a further example, Breuder oversaw every detail of the Waterleaf
Restaurant within the Culinary Institute, and spent excessively in doing so. For instance, among
other things, he made the final decision on the flatware used, the expensive paintings on the walls,

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and even the width of the foam in the seat cushions. Cost was not an issue – despite the fact that
Breuder was running a taxpayer-funded College.
27.

Another example of Breuder’s excess and waste was his plan to retrofit a

locker room in the new Physical Education Center from a family locker room to one that only he
and senior management would have access to. Retrofitting the locker room to meet Breuder’s
needs cost the College over $15,000.
28.

Landscaping projects were another area on which Breuder focused. The

College spent lavishly on landscaping during Breuder’s time at the College. Millions and millions
of dollars were ordered spent by Breuder, again without a recognition that the College was a
taxpayer-funded institution and not a private enterprise. As an example, Breuder personally
ordered that a retention pond be landscaped in order to enhance the view of patrons at the
Waterleaf. The cost of beautifying the pond to meet Breuder’s desires well exceeded $100,000.
As another example, Breuder demanded the construction of floating gardens at one of the College’s
retention ponds identical to those he had seen at a Disney property. These floating gardens needed
to be handmade, at a cost to the College of over $12,000. Breuder personally approved the change
order.
29.

Adding expensive sculptures to the campus landscape was another area on

which Breuder focused. Breuder directed the creation and placement of multiple expensive
sculptures around campus at a cost of hundreds of thousands of dollars.
30.

Ultimately, all of this excess and waste was paid for by the public and

resulted in less Foundation dollars available for legitimate uses like student scholarships.

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The Waterleaf
31.

Breuder initially touted the Culinary Institute and, more specifically, the

Waterleaf restaurant as a “living lab” for students. Breuder also initially represented that students
in the culinary program would operate the Waterleaf restaurant full-time. Approximately a year
later, after the College had already begun to build the Culinary Institute based on those
representations, Breuder changed his mind. Students were relegated to working at the Waterleaf
a few days a week on the least busy customer days. Contrary to Breuder’s earlier expressed plans,
professional staff and chefs were hired to run the Waterleaf full-time. No longer was the Waterleaf
a laboratory for culinary students. Instead, it became a place for its biggest client – Robert Breuder
– to wine and dine his friends and colleagues.
32.

The Waterleaf opened for business in Fall 2011. From its opening until

Breuder went on medical leave in April 2015, he personally charged the College over $100,000
for lunches and dinners he hosted at the Waterleaf. Breuder dined regularly at the Waterleaf when
he was in town. He also set the tone for a culture that encouraged others to dine at the Waterleaf
on the College’s dime as well. Rather than meet College personnel in the College cafeteria for an
inexpensive meal or pay for a meal himself, Breuder wasted College funds by regularly dining at
the Waterleaf with other College personnel and billing the College for his meals. At times, he had
both lunch and dinner there on the same day. He always sought reimbursement for it – including
for the alcohol he regularly consumed at the Waterleaf – although such requests were neither
reasonable nor in line with College policy. Ultimately, the cost of Breuder’s food and drink was
borne by taxpayers and students.

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33.

College personnel did not ordinarily seek reimbursement for meals when on

campus prior to Breuder’s arrival. College policy generally forbade such reimbursement. When
Breuder got to campus, he eliminated the policy.
34.

In all, Breuder and other College employees under Breuder’s direction

charged the College over $250,000 for lunches and dinners at the Waterleaf. Ultimately, the IRS
concluded that many of those expenditures by Breuder and other College personnel constituted
income (and not a justifiable business expense) and required payment of taxes on that income. The
College ended up paying those taxes.
35.

Local media reported on Breuder’s extravagant spending at the Waterleaf,

damaging the College’s reputation with stories of Breuder’s waste and abuse. Those media reports
included mention of i) a holiday dinner on December 6, 2013, for the College’s then board of
trustees for $2,331 that featured 12 bottles of wine costing over $700; ii) a holiday dinner the next
night for the College’s top administrators for $3,572.40 that featured 18 bottles of wine (including
6 bottles that cost over $100 each); iii) an April 2013 lunch with “elected officials” for $389, which
included a $54 bottle of wine; and iv) a wine cellar that contained over $250,000 in wine.
36.

The Culinary Institute cost over $25,000,000 to build. Breuder used some

funds from the 2002 bond referendum to pay for the Culinary Institute – despite the fact that the
taxpayers who approved the 2002 referendum never specifically authorized such a building
project.
37.

Once in operation as a for-profit restaurant, the Waterleaf lost millions of

dollars during the Breuder era. The losses would have been more severe had the Waterleaf paid
rent, utilities, insurance, or other expenses like other for-profit restaurants. Instead, the College
absorbed those costs.

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38.

The Culinary Institute also housed a small, six room hotel named the Inn at

Waters Edge. Despite the fact that Breuder lived less than an hour from campus, he stayed at the
Inn at Waters Edge 17 separate times from October 24, 2013, to September 14, 2014. He charged
the College for each of those stays, at a cost of $1,531.80, despite the fact that such spending did
not conform to College policy.
39.

Breuder’s excessive spending was not limited to the Waterleaf. He also

spent over $100,000 of College of DuPage Foundation funds from a “Leadership Cultivation
Account” that was set up just for him when he came to campus. The Foundation collaborates with
the College to raise money for College student scholarships. But much of the over $100,000 spent
by Breuder was not for fund-raising – it was for food and drink with trustees and College
administrators; liquor for other functions; and membership at the Max McGraw Wildlife
Foundation, a private hunting club in suburban Dundee. The College itself paid for tens of
thousands of dollars of Max McGraw expenses during his time at the College, despite the fact that
such payments were not part of his employment agreement and did not conform to College policy.
Breuder’s misuse of Foundation funds and expenditures at Max McGraw resulted in further
embarrassment to the College, as stories about the spending appeared in the local media.
Breuder’s Electioneering
40.

Almost immediately after his arrival on campus, Breuder began to strategize

about a 2010 bond referendum to raise funds for the building campaign he wanted to initiate.
Ultimately, Breuder sought a $168 million bond referendum from District 502 voters that he
shrewdly billed as a “no-tax-rate-increase bond proposal.” Left unsaid was that rejection of the
bond referendum would almost certainly have resulted in a reduced tax bill for most, if not all, of

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the taxpaying residents of the District – a material omission that Breuder never corrected in the
campaign messaging he orchestrated.
41.

Throughout the campaign for the 2010 bond referendum, Breuder

engineered an effort to bypass Illinois state law and College policy by impermissibly using College
funds to campaign in favor of the referendum.
42.

In February 2010, Breuder, without Board approval, authorized the

retention of Unicom Arc, a referendum consulting firm. Unicom thereafter conducted a telephone
survey of registered voters. The survey asked voters their position on a possible bond referendum
and whether voters would support or oppose a referendum. The purpose of the Unicom survey was
(i) to gauge the likelihood of voter approval of a bond referendum, and (ii) to gather information
to craft the College’s theme and message during the community engagement campaign in support
of the referendum.
43.

In April 2010, the College and Unicom began to negotiate a contract for

Unicom’s consulting services. As part of the negotiation, the College and Unicom discussed the
services that were essential to a successful referendum.
44.

On May 20, 2010, Breuder requested the board of trustees’ permission to

enter into a consulting contract with Unicom for $38,250, plus reasonable out of pocket expenses,
and an option to extend the engagement for an additional two months for $25,000. Ultimately, the
College paid Unicom over $81,000, much of which was not authorized by the Board.
45.

Unicom’s work included polls of registered voters, consulting, and tracking

surveys to gauge the success of the referendum campaign.
46.

In addition to hiring Unicom, Breuder caused the College to hire Michael

Walters Advertising to assist in helping the referendum succeed. In its presentation to Breuder’s

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staff, Michael Walters Advertising discussed extensively ways “to guarantee public opinion is in
our favor.”
47.

On August 26, 2010, Breuder requested and received authorization from the

board of trustees to hire Michael Walters for services not to exceed $149,650. Funds paid to
Michael Walters were spent to influence the outcome of the election. College funds were used for
the distribution of literature in areas most likely to vote in favor of the referendum, for direct mail
pieces sent to “targeted” households, for radio spots, and for a campaign management fee.
Although the board of trustees had not given him authority to do so, Breuder authorized spending
an additional $165,000 to Michael Walters for additional direct mail to “targeted” households.
This surgical outreach constituted campaigning by the College, as the mailing deliberately targeted
individual voters rather than simply educating the electorate more generally. These expenditures
were not approved by the board of trustees until almost a month after services were rendered when
Breuder presented a “project scope change” of $165,000 for services already rendered by Michael
Walters.
48.

Breuder also set up a PAC to engineer support for the referendum, and he

placed College personnel in leadership positions at the PAC. Despite knowing that College
personnel could not work on campaigns to support the referendum on College time, Breuder listed
as the number one objective of one of his employees at the College for 2010 to “successfully
pursue a District 502 capital referendum.”
49.

Ultimately, the referendum passed. The College thereafter engaged in an

extensive building campaign, during which millions of dollars of bond proceeds went to projects
not identified as part of the referendum effort.

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50.

In late 2014 and early 2015, Breuder again impermissibly used College

funds to influence an election. In December 2014, Breuder caused the College to conduct a
Community Pulse Survey. The survey was conducted to determine whether negative publicity the
College had endured from Breuder’s conduct would have an effect on voters in April 2015. The
College spent approximately $8,600 on the survey.
51.

Breuder used the results of the district-wide survey to develop and mail

postcards to the entire district. In total, Breuder directed the preparation and mailing of four
postcards to every resident within the College’s district, at a total cost of $166,708. It was very
unusual for the College to send these types of postcards, because they were sent district-wide and
messaged within a month of the upcoming board of trustees election. Breuder caused a budget
transfer from the College’s contingency fund to pay for several of the postcards, and also requested
from Catherine Brod that the Foundation pay for some of the cost of the postcards. She agreed to
do so.
52.

The first postcard, entitled, “Why is COD the Fastest Growing Community

College,” was mailed district-wide on March 18, 2015, at a cost to the College of $41,677. The
next postcard was mailed district-wide on April 1, 2015, just six days before the election. Both
postcards attempted to convey to voters that everything was fine at the College and to divert voters’
attention from the investigations and media scrutiny that resulted from Breuder’s failures.
Breuder E-mail Embarrasses the College
53.

In 2014, Breuder was attempting to secure $20 million in funding from the

State of Illinois. Then Governor Quinn had planned to speak at the College’s commencement that
Spring. In anticipation of Governor Quinn’s arrival, Breuder was thinking of ways to publicly
press Governor Quinn for the $20 million in state funding which had not yet been distributed to

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the College. Breuder strategized with his board of trustees on ways to influence then Governor
Quinn in an internal e-mail to College trustees – all the while acknowledging that the College did
not have a present need for the funding:
I am in a bit of a quandary.
We have been working with the Governor’s Office (seemingly forever) to secure
our $20 million. Initially the money was to be used for our Homeland Security
initiative. When we accomplished our Homeland agenda without state funding, we
changed the focus to building demolition. With that initiative soon to be history
we need an alternative. I needed to identify a project that would help release our
state funding. My idea: a Teaching and Learning Center. Several Board members
want to weigh in on the need for such a facility. I have no problem with that;
however, not being able to say how we would use the state’s money (perhaps no
real need) could lessen our chances to break the money loose at this time (the
political moon is rising). A building that focuses on teaching and learning is
politically attractive; more so than let’s say a student center, PE facility, etc.
At COD, general purpose classroom space is our greatest need. (See attached Board
agenda item.) A need that will expand with continued enrollment growth. My
having to dance around the issue of how we would use the money attenuates our
ask. When I introduce Governor
Quinn at commencement, I want to help our
cause (getting the $20 million released sooner rather than later) by thanking him
for his commitment in front of 3,500 people. There are many voters in our District.
Please keep November 4 in mind. The limited state dollars for capital projects will
go somewhere in this heightened political season. Why not College of DuPage? In
the attached press release you can see how I have had to dance around how we
would use the money. It was a less effective quote than it could have been. And
lastly, who better to know what physical space needs we have than the people who
deliver services every day? There is always the option of telling the Governor we
want the money, will bank it until we figure out how to use it, and then build
something. And is it not better to match money than to provide 100%? Bottom
line, I need some room to breathe on this matter so I can enhance the likelihood we
get the $20 million, soon.
Thanks.
B
54.

The e-mail became public. As a result, Governor Quinn cancelled his

appearance at commencement, the College did not get the remaining $20,000,000, and the College
was publicly embarrassed by Breuder’s actions.
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The College’s Poor Financial Controls
55.

One of the byproducts of Breuder’s fixation on construction and

development was that he neglected to oversee key parts of the College’s financial affairs. Internal
controls broke down, policies were violated, and no changes were made when problems were
identified.
56.

As President, Breuder was required to direct the financial and physical

operations of the College. He had the ultimate responsibility for the financial operation of the
College. More specifically, he had the ultimate responsibility for establishing and maintaining an
internal control structure designed to ensure that the assets of the College are protected from theft,
or misuse, and to ensure that adequate accounting data are compiled to allow for the preparation
of financial statements in conformity with Generally Accepted Accounting Principles.
57.

In multiple separate episodes, the College’s internal controls failed under

Breuder’s watch – resulting in losses to the College of millions of dollars.
58.

In 2015, John Valenta was arrested by the DuPage County State’s

Attorney’s Office as a result of his use of a fictitious vendor that he controlled to fraudulently bill
the College over $400,000. Despite that fact, Breuder failed to tighten the College’s internal
controls to ensure that such a scheme could be prevented in the future.
59.

Even after the Valenta scheme came to light, Breuder failed to require the

strengthening of internal controls at other auxiliary enterprises, such as the Waterleaf. One of the
problems that surfaced from the investigation of the WDCB fraud was that the same person
ordered, accepted delivery, and inventoried the equipment purchased. The same failure to separate
duties existed at the Waterleaf, and that problem persisted after Valenta’s scheme was finally
discovered.

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60.

Further accounting irregularities existed at the Waterleaf due, in part, to the

Waterleaf’s refusal to use an accrual method basis for accounting – despite the recommendations
of its internal auditor to do so.
61.

Breuder also oversaw – through his handpicked Treasurer, Tom Glaser –

the investments of the College. The College’s investment policy was governed both by Illinois
law and by College policy.
62.

The College’s investment policy provided clear limits on the types of

investments in which the College was permitted to invest. The policy also provided for the limits,
if any, on each type of investment. As an example, the College’s investment policy permitted
investments in local government investment pools, provided that (i) the pool was rated in one of
the two highest rating categories by at least two of the three nationally recognized agencies; and
(ii) no more than 5% of the College’s investment portfolio can be invested in a single fund.
63.

In April 2014, the College invested $10,000,000 in the Illinois Metropolitan

Investment Fund. By September 30, 2014, the College’s investment in IMET had grown to over
$80,000,000.
64.

The College’s $80,000,000+ investment in IMET violated College policy

in at least two ways. First, the investment substantially exceeded the 5% limit in a single fund.
Second, the fund was not rated by two rating agencies.
65.

On or about October 8, 2014, Breuder’s Treasurer, Tom Glaser, was notified

of a default on certain loans within IMET caused by fraud. The College’s pro rata share of the loss
as a result of the fraud was over $2,220,000. Had the College complied with College policy, the
loss would have been approximately $381,000. Thus, the failure of Breuder and his team to
comply with College policy resulted in a potential loss of over $1,800,000.

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66.

Breuder did not advise the Board of the loss until over one month later. He

sought to downplay the loss, assuring the Board falsely that the loss “has nothing to do with our
internal controls.”
67.

Breuder asked the College’s internal auditor to examine the College’s

investments in the wake of the IMET fraud. But Breuder continued to downplay the violations,
comparing them to “a pimple on the ass of an elephant.” The internal auditor’s report nevertheless
found multiple violations of the College’s investment policy – not only as it related to the IMET
fraud.
68.

A subsequent analysis of the College’s investments as of September 30,

2014 found that, under Breuder’s watch, $198,097,322 of the College’s $274,142,423 in funds as
of September 30, 2014, were invested in violation of the College’s policy.
Freedom of Information Act Requests
69.

One of the duties of any public institution is to comply with Freedom of

Information Act requests from the public.
70.

The College received an increasing number of FOIA requests in 2014 and

2015 as scrutiny of the College increased and as Breuder’s time at the College came to an end.
71.

Some of the requests sought information concerning communications

involving Breuder and other information related to Breuder’s activities at the College.
72.

Breuder interfered in the gathering of material in response to such FOIA

requests, resulting in the production of fewer documents to FOIA requestors than were actually
responsive to the requests.
The College Faculty Association Passes a “No Confidence” Resolution against
Breuder

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73.

A college’s faculty is a necessary and important part of any institution of

higher learning.
74.

In September 2014, the College’s Faculty Association overwhelmingly

passed a “No Confidence” resolution calling on the board of trustees to seek new leadership for
the College. It was the first time a COD faculty had passed a “no confidence” resolution against
its President.
75.

The resolution criticized Breuder for, among other things, (i) failing to

“establish fiscal priorities that are consistent with the College’s mission to educate and a respect
for the College’s responsibility to the taxpayers;” (ii) lacking integrity; and (iii) failing to treat
everyone with “respect and dignity."”
76.

The resolution identified multiple failings of the Breuder presidency,

including:
fail[ing] to establish fiscal priorities that are consistent with the College’s mission
of educating the District 502’s residents and a respect for the College’s
responsibility to the taxpayers and students. [Breuder] has squandered large
portions of $550 million dollars slated to renovate and rebuild the College over the
last six years by spending money on projects not associated with the academic
mission of the College. These vanity projects diverted funds needed to renovate
and expand the classrooms and spaces related to the academic mission of the
College.
[Breuder] shifted 30 million dollars from the reserve fund, built up from
deliberately underspent operational budgets, to build a Teaching and Learning
Center. He did so to attempt to “shake loose” 20 million dollars more in previously
promised but undelivered State funding.
[Breuder] has authorized extensive non-native and non-sustainable landscaping on
campus because he claims, without support, that this is the best way to attract new
students to campus. No cost benefit analysis was done before this authorization nor
has one been done since.
As a result of the massive planting of non-native species on campus and the
destruction of the College’s natural prairie spaces, upkeep of the campus has
become very labor intensive with the need to constantly mow, water, and prune
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non-native species and plant large numbers of annuals each year. This expensive
and time consuming upkeep will need to continue into the future. Our natural areas
allowed the College to conserve on spending in the past and he has destroyed this
possibility for the future without any rational explanation or justification.
Without faculty input and without regard for campus needs, he commissioned a 29
foot waterfall sculpture from John Medwedeff for a total cost of $500,000. . . .[The
waterfall] clearly fails to serve the needs of the students who are more concerned
with tuition and expenses than with decorative waterfalls.
[Breuder] installed a campus wide irrigation system in order to water nonnative
plants and trees. In 2012, water budget was at least $100,000 to maintain non native
plants.
[Breuder] spent millions of Facility Referendum revenue to build, decorate and
equip Waterleaf Restaurant and its wine cellar. The for-profit restaurant does not
support the academic mission of the College and competes directly with local
restaurants.
He built and furnished a Boutique Hotel that competes with comparable local hotels
with below market prices. The hotel serves no educational purpose.
Under his direction, the Berg Instructional Center [BIC] architect announced to an
internal visioning committee made up of faculty and administrators, that money is
to be redirected from the BIC plan and be re appropriated into Culinary and
Hospitality buildings. As a result, the BIC building, which contains the largest
percentage of classroom and faculty office spaces on campus, had to change its
plans for classroom, faculty, and departmental renovations, because money was
siphoned off to pay for massive changes to the Culinary and Hospitality buildings,
including the building of Waterleaf restaurant and the Boutique Hotel.
Because of his poor planning, money diversion, and lack of faculty input, there is
now insufficient classroom space during peak class hours.
Under his direction, the presidential suite has been remodeled twice and expanded
in size at great expense. This suite serves no academic function.
Breuder has treated has treated classroom space as an afterthought and failed to
understand its importance to students and faculty.
He has stated in an article in The Community College Journal that was excerpted
in the Community College Times that his “solvency plan includes raising tuition,
growing enrollment and cutting expenses by replacing full-time faculty with parttime adjuncts.”

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He spent an additional $2,207,750 to install a waterfall on Compass Hill after it had
been recently re-landscaped.
He has behaved repeatedly in a way that has caused negative national attention to
be brought to the College. July 25, 2014 Inside Higher Education’s lead headline
was “A careless email has cost one community college president $20 million, and
potentially saved Illinois taxpayers that same amount.” The article details the
fallout from his May 9, 2014 email to the board.
He has made numerous inappropriate comments in media indicating that he is
completely out of touch with current standards of professional courtesy and
decency. The Courier quotes him defending the money he spent on the campus
appearance, saying to a Student Leadership Council Representative: “If I was a guy
looking for a lady, I’m going to make that judgment call before I even go over to
talk to her.” (Courier, Sept 14, 2012)
He is quoted swearing in a widely distributed and read national publication of
higher learning. The article, about the email of May, 2014, quotes him saying “[But]
if you build...you’re shit out of luck.” The national embarrassment of the
underhanded nature of the email is compounded by the inappropriate profanity.
(Inside Higher Ed. July 25, 2014)
Over the course of his employment at the College of DuPage, Dr. Breuder has
demonstrated a pattern of behavior that seriously draws into question his
commitment to the College’s core ethical values of honesty, integrity, respect, and
responsibility. Individual faculty members, staff, board members, students, and
citizens of the district have publicly commented about being treated by him with a
lack of respect and dignity.
Dr. Breuder neither understands nor respects the unique culture of community
colleges and has, through his actions shown that he does not understand the
Community College mission of the State of Illinois.
He does not foster excellence in academic programs.
Dr. Breuder has shown a total lack of respect for the history, culture, and the core
ethical values and mission of the College of DuPage and its community by
systematically destroying and replacing them with his preferences and vanity
projects.
77.

The no confidence decision concluded by stating that “We the faculty of the

College of DuPage feel a responsibility to the taxpayers to protect their investment in the College.
We respect the families who have sacrificed so much to support the College and we believe that

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they deserve to see the traditions of the community college mission respected. Many of the
families in this community struggle to meet their responsibilities and have been justifiably upset
by what they’ve seen as a squandering of their hard-earned money by Dr. Robert L. Breuder. As
with any investment there has to be a return on the investment; money earmarked for education
cannot and should not be squandered. We want the college to achieve excellence in all it does to
serve students and community and in order to do that, priorities need to be established consistent
with the College’s educational mission and the taxpayers’ trust.” A full copy of the College
Faculty Association’s Resolution of No Confidence, dated September 10, 2014, is attached hereto
as Exhibit B.
78.

The College faculty’s no confidence vote demonstrated that Breuder’s

decisions at the College were, to an important constituency, deeply unpopular and troubling. The
no confidence vote reflected that Breuder had failed in his duty to maintain a high degree of
professionalism and promote the morale of the College faculty.
The Higher Learning Commission Places the College on Probation after
Scrutinizing Breuder’s Conduct
79.

One of Breuder’s responsibilities as President was to “maintain

accreditation from the Higher Education Commission of the North Central Association of Colleges
and Schools.”
80.

On May 5, 2015, the Higher Learning Commission sent Breuder a letter

notifying him that “information outlined in media reports calls into question whether the College
continues to meet the Commission’s Criteria for Accreditation.” A copy of that letter is attached
hereto as Exhibit C. The HLC wrote further that it planned an immediate on-site evaluation. Until
that evaluation concluded, the HLC told Breuder that “the pending action to reaffirm the
institution’s accreditation has been placed on hold.” Id.
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81.

In July 2015, representatives from the HLC visited the College and spoke

with representatives from the College. The HLC also reviewed documents and other material it
received from the College. The HLC examined conduct that occurred at the College during
Breuder’s time as President. Breuder, who at the time was on leave, refused to participate in an
interview with the HLC.
82.

In December 2015, the HLC issued a report highly critical of the College’s

performance during the Breuder era. The HLC placed the College on probation for two years
because it found the College was “out of compliance” with the Criteria for Accreditation and Core
Components” identified in the HLC’s findings. A copy of the HLC’s findings is attached hereto
as Exhibit D. Specifically, the HLC found the College out of compliance with the following:
The institution operates with integrity in its financial, academic, personnel, and
auxiliary functions; it establishes and follows policies and processes for fair and
ethical behavior on the part of its governing board, administration, faculty, and
staff.
The institution’s governance and administrative structures promote effective
leadership and support collaborative processes that enable the institution to fulfill
its mission.
83.

The HLC also found that the College met “with concern” the following

criteria:
The institution’s mission demonstrates commitment to the public good.
The governing board is sufficiently autonomous to make decisions in the best
interest of the institution and to assure its integrity.
The institution’s degree programs are appropriate to higher education.
The institution demonstrates responsibility for the quality of its educational
programs.
84.

Breuder’s oversight of the College caused the HLC to send the College a

letter in May 2015 and undertake an investigation. That investigation resulted in the College’s
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placement on probation, which negatively affected the College’s reputation. Since the College’s
placement on probation, enrollment has dropped at the College.
85.

The damage to the College from the HLC’s investigation and placement of

the College on probation has been significant.
86.

A new President started at the College in July 2016. Through her leadership

and the hard work of many others at the College, the College was removed from probation status
in 2017.
The Illinois Auditor General Analyzes Breuder-era Practices and Makes 19
Separate Recommendations
87.

In May 2015, the Illinois House of Representatives passed House

Resolution No. 55, which asked the Auditor General to review various practices of the College
from 2009 to 2014 – all during the Breuder-era.
88.

In September 2016, the Illinois Auditor General released its report. In it,

the Auditor General was highly critical of multiple practices of the Breuder-era administration –
particularly around College investments, procurement, and contracting – and made 19
recommendations to the College for improvement.
89.

Among the Auditor General’s findings were the following:

The College could not provide documentation to show that the Board was
evaluating the President’s performance annually, as is required by Board policy and
the President’s employment agreement.
The College could not provide documentation to show that the Board was receiving
quarterly investment reports or that the College was annually reviewing its
investments as required by Board policy.
The need for budget transfers was not always clearly documented and there was not
always proper and timely approval of budget transfers by officials.
Procurements did not always comply with established requirements.

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Between 2007 and 2013, the College of DuPage issued a total of $366.46 million
in bonds ($321.84 million for construction and $44.62 million for refunding bonds).
Oversight of construction activities could be improved by: i) establishing a
facilities/construction committee and requiring status reports at regular meetings;
ii) Obtaining Illinois Community College Board (ICCB) approval of construction
projects prior to the award of contracts and construction of projects as is required
by ICCB’s administrative rules (23 Ill. Adm. Code 1501.602(b)); iii) Documenting
competitive procurement exemptions for construction projects; iv) Establishing a
written policy for the types of work classified as professional services; v)
Establishing a prequalification system for potential bidders; and vi) Approving and
signing contracts prior to beginning work.
For the peer group, the College of DuPage President had the highest total
compensation for all four years reviewed, ranging from $466,477 in FY2011 to
$495,092 in FY2014.
The College of DuPage Board of Trustees awarded the outgoing President a lump
sum severance payment of $762,868 in January 2015. Only 3 of 16 presidents at
the other community colleges we reviewed received a lump sum payment upon
separation, ranging from $380,245 (Moraine Valley) to $103,269 (Morton
College).
90.

The Auditor General made 19 specific recommendations to the College.

Those recommendations included the following:
The College of DuPage should consider updating its Administrative Procedures
Manual to require the Treasurer’s Advisory Committee to meet on a regular basis.
The College of DuPage Board of Trustees should ensure that required investment
reports are provided to the Board and that these reports contain the information
required by policy to enable the Board to effectively monitor the College’s
investments.
The College of DuPage should ensure that budget transfer files
clearly
document the need for the transfer and include proper and timely approval by
officials. The College of DuPage Board of Trustees should also consider receiving
regular, more detailed reports of budget transfers; changing its policies to limit the
President’s and/or Controller’s authority to approve budget transfers; and defining
“cabinet officer” in the Board policies.
The College of DuPage should establish a central repository for all contracts
entered into by the College.

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The College of DuPage should update policies and procedures to reflect the bid
process, including any electronic approvals, and
ensure that policies and
procedures are being followed; document the bidding process, including the bid
opening or why procurements are not required to be bid; and maintain a signed copy
of the contract or agreement in the procurement file. The College of DuPage Board
of Trustees should ensure that bids are opened publicly by a board member or board
employee as is required by the Illinois Public Community College Act; and the
Board approves all procurements over $25,000 or $50,000 for construction as is
required by Board policy.
The College of DuPage Board of Trustees should competitively procure all bond
advisory services or document in Board minutes why the services were exempt
from competitive procurement; and approve all contracts for bond services.
The College of DuPage Board of Trustees should obtain ICCB
approval for
applicable projects prior to beginning construction activities on projects as is
required by ICCB’s administrative rules.
The College of DuPage Board of Trustees should follow the procedures established
in the College Administrative Procedures Manual for procurements that require a
high degree of skill and thoroughly document why construction manager contracts
would qualify as exempt from College policies and the Public Community College
Act. The College of DuPage should also consider establishing a contractor
evaluation process in order to document that a satisfactory relationship exists for
exemptions under the Local Government Professional Services Selection Act.
The College of DuPage Board of Trustees should consider establishing, by written
policy, the types of procurements that could be classified as professional services
that require a high degree of skill and may be exempt from bidding.
The College of DuPage should consider establishing a system that prequalifies
potential contractors and vendors according to work type and size of project
The College of DuPage should document the bidding process and ensure that bids
are publicly opened by a member or employee of the Board; and the College of
DuPage Board of Trustees should approve all final construction contracts and
amounts prior to work beginning.
The College of DuPage should ensure that all contracts are signed and executed
prior to beginning work on the project.
The College of DuPage Board of Trustees should comply with the Open Meetings
Act, including the public recital requirement, in all future final actions related to
employment contracts.

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91.

The College suffered damage as a result of the Auditor General’s audit. The

College paid for the cost of the audit, including the cost of the audit and significant and lasting
reputational harm.
Breuder’s Destruction of Evidence
92.

In Spring 2015, the College received subpoenas for documents in

connection with both federal and state criminal investigations. As part of the process of preserving
potentially relevant material, a document “hold” memorandum was sent to senior management at
the College, including Breuder. That memorandum instructed senior management, including
Breuder, to preserve documents potentially responsive to the subpoenas. The memorandum
specifically directed senior management to preserve electronic data, and specifically required
senior management to preserve documents kept on portable devices.
93.

On April 27, 2015, Breuder signed the acknowledgement of receipt of that

memorandum, in which he acknowledged that he had received and reviewed the memorandum
and committed to follow all instructions and directives contained in the memorandum.
94.

A few days later, on or about April 28, 2015, Breuder requested that a

College employee come to his home to retrieve his College-issued iPad. They made plans for
Breuder to relinquish his College-issued iPad on April 29, 2015. At the time, Breuder had gone
on medical leave.
95.

On the evening of April 28, 2015, while the iPad was in Breuder’s control,

the iPad was restored to factory settings, which deleted all electronically-stored information on the
iPad.
96.

The next morning, the College employee went to Breuder’s Lake

Barrington home and retrieved the wiped iPad.

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COUNT I
Breach of Fiduciary Duty
97.

The College incorporates the foregoing allegations here.

98.

As the Chief Executive Officer of the College, Breuder owed a fiduciary

duty to the College.
99.

Breuder breached his duties to the College in multiple ways, including by

placing his own interests above those of the College, by supporting and engaging in reckless
spending of College funds, and by destroying evidence.
100.

As a direct and proximate cause of Breuder’s conduct, the College has been

harmed. That harm has resulted in economic and non-economic damages. Those damages include,
but are not limited to, the payments the College has made to deal with investigations by the Illinois
Auditor General, the Higher Learning Commission, and the Internal Revenue Service. The
damage also includes the funds the College did not receive from the State of Illinois as a result of
Breuder’s conduct. The damage also includes the funds recklessly spent by Breuder for his own
benefit and not for the benefit of the College. The damage also includes the reputational damage
the College has suffered from the HLC’s placement of the College’s accreditation on probation,
the stories in the news media about Breuder’s abuses, and the investigations that arose from
Breuder’s conduct. That reputational damage resulted in a drop in enrollment after the Breuderera abuses came to light.
COUNT II
Breach of Contract
101.

The College incorporates the foregoing allegations here.

102.

The College maintains that Breuder’s contract with the College is void ab

initio because the term of the contract extended past the tenure of the executing Board of Trustees;

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because the supermajority termination provision in the contract violated the Public Community
College Act; and because the provisions for extending the contract violated Illinois’ Open
Meetings Act. To the extent, however, that Breuder’s contract is found not to be void in whole or
in part, Breuder’s repeated misconduct constituted breach of contract in multiple ways.
103.

As discussed more fully supra, Breuder’s wasteful and reckless spending,

destruction of evidence, electioneering, violations of FOIA, and neglectful financial oversight
violated his duties to the College as set out in College policy, the President’s job description, and
section D of his employment agreement. Furthermore, Breuder’s actions constituted a breach of
the agreement and cause for termination under the employment agreement sections G(f)(i) through
(iv).
104.

The College has suffered damages as a direct and proximate result of

Breuder’s breach of the employment agreement, including but not limited to compensatory
damages and reputation damages.
COUNT III
Conversion
105.

The College let Breuder use a College-issued iPad, which contained College

106.

Breuder caused the information on the iPad to be destroyed.

107.

The College had the right to immediate possession of the iPad, and its full

108.

Breuder’s intentional destruction of the contents of the iPad constituted

109.

The College was damaged by Breuder’s actions. The College suffered both

property.

contents.

conversion.

economic and non-economic harm.
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PRAYER FOR RELIEF
WHEREFORE, Defendant / Counter-Plaintiff requests judgment in its favor and against
Plaintiff / Counter-Defendant, as follows:
a.

Compensatory damages in the nature of restitution, in an amount to be

determined at trial, but no less than $25,000,000;
b.

Punitive damages;

c.

Attorney’s fees, costs, and expenses;

d.

Prejudgment interest; and

e.

To grant further relief as this Court should find just and proper.
JURY DEMAND

Defendant Board of Trustees requests a trial by jury on all issues so triable.

Dated: June 29, 2018

Respectfully submitted,
BOARD OF TRUSTEES OF
COMMUNITY COLLEGE DISTRICT 502
/s/ Andrew Porter
Andrew C. Porter
Kaitlin G. Klamann
DRINKER BIDDLE & REATH LLP
191 North Wacker Drive, Suite 3700
Chicago, Illinois 60606
(312) 569-1000
Andrew.porter@dbr.com
Katie.klamann@dbr.com
Attorneys for Defendant Board of Trustees

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CERTIFICATE OF SERVICE
I hereby certify that on June 29, 2018, I caused copies of the foregoing DEFENDANT
BOARD OF TRUSTEES’ ANSWER AND AFFIRMATIVE DEFENSES TO PLAINTIFF’S
COMPLAINT AND COUNTERCLAIMS to be served on all counsel of record by filing electronic
copies with the Clerk of the Court using the CM/ECF system, which will send notification of such
filing to all registered CM/ECF users.

/s/ Kaitlin G. Klamann

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